Credit Facilities and Other Debt | Note 7. Credit Facilities and Other Debt The carrying value of the Company’s credit facilities and other debt consists of the following as of the respective period ends: September 30, December 31, ($ in thousands) 2024 2023 Credit facilities and other debt, net Senior secured credit facilities with financial institutions $ 197,020 $ 216,654 Senior secured credit facility with a related party 13,330 6,289 Mezzanine secured credit facilities with financial institutions 20,252 12,704 Mezzanine secured credit facilities with a related party 21,076 23,803 Debt issuance costs ( 833 ) ( 2,226 ) Total credit facilities and other debt, net 250,845 257,224 Current portion - credit facilities and other debt, net Total credit facilities and other debt, net 216,439 227,132 Total credit facilities and other debt - related party 34,406 30,092 Total credit facilities and other debt, net $ 250,845 $ 257,224 The Company utilizes inventory financing facilities consisting of senior secured credit facilities, mezzanine secured credit facilities and other senior secured borrowing arrangements to provide financing for the Company’s real estate inventory purchases and renovation. Borrowings under the Company’s credit facilities and other debt are classified as current liabilities on the accompanying condensed consolidated balance sheets as amounts drawn to purchase and renovate homes are required to be repaid as the related real estate inventory is sold, which is expected to be within 12 months. As of September 30, 2024, the Company had a total borrowing capacity of $ 1,007.0 million under its senior secured credit facilities and mezzanine secured credit facilities, of which $ 482.2 million was committed. Any borrowings above the committed amounts are subject to the applicable lender’s discretion. Under the Company’s senior secured credit facilities and mezzanine secured credit facilities, amounts can be borrowed, repaid and borrowed again during the revolving period. The borrowing capacity is generally available until the end of the applicable revolving period as reflected in the tables below. Outstanding amounts drawn under each senior secured credit facility and mezzanine secured credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event. The Company’s senior secured credit facilities and mezzanine secured credit facilities have aggregated borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and the time that those properties are in the Company’s possession. When the Company resells a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured revolving credit facilities. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds or the performance of the properties financed under that facility declines, and any borrowing base deficiencies may be satisfied through contributions of additional properties or partial repayment of the facility. Senior Secured Credit Facilities The following summarizes certain details related to the Company’s senior secured credit facilities (in thousands, except interest rates): Borrowing Capacity Outstanding Weighted- End of Final As of September 30, 2024 Committed Uncommitted Total Amount Rate Period Date Senior financial institution 1 $ 150,000 $ 250,000 $ 400,000 $ 98,142 8.09 % December 2025 June 2026 Senior financial institution 2 100,000 100,000 200,000 37,190 8.07 % January 2025 July 2025 Senior financial institution 3 100,000 50,000 150,000 52,952 8.54 % January 2025 April 2025 Related party 30,000 20,000 50,000 13,330 10.31 % March 2025 September 2025 Senior financial institution 4 — 30,000 30,000 8,736 9.82 % August 2025 February 2026 Senior secured credit facilities $ 380,000 $ 450,000 $ 830,000 $ 210,350 Borrowing Capacity Outstanding Weighted- As of December 31, 2023 Committed Uncommitted Total Amount Rate Senior financial institution 1 $ 200,000 $ 200,000 $ 400,000 $ 135,676 7.91 % Senior financial institution 2 100,000 100,000 200,000 55,541 7.61 % Senior financial institution 3 100,000 50,000 150,000 6,453 7.11 % Related party 30,000 20,000 50,000 6,289 10.05 % Senior financial institution 4 30,000 45,000 75,000 18,984 8.42 % Senior secured credit facilities $ 460,000 $ 415,000 $ 875,000 $ 222,943 As of September 30, 2024 , the Company had five senior secured credit facilities, four with separate financial institutions and one with a related party, which holds more than 5 % of our Class A common stock. Borrowings under the senior secured credit facilities accrue interest at a rate based on a Secured Overnight Financing Rate (“SOFR”) reference rate, plus a margin which varies by facility. Each of the Company’s senior secured credit facilities also have interest rate floors. The Company may also pay fees on its senior secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity under the respective credit agreements. Borrowings under the Company’s senior secured credit facilities are collateralized by the real estate inventory financed by the senior secured credit facility. The lenders have legal recourse only to the assets securing the debt and do not have general recourse against the Company with limited exceptions. The Company has, however, provided limited non-recourse carve-out guarantees under its senior and mezzanine secured credit facilities for certain of the SPEs’ obligations. Each senior secured credit facility contains eligibility requirements that govern whether a property can be financed. Mezzanine Secured Credit Facilities The following summarizes certain details related to the Company’s mezzanine secured credit facilities (in thousands, except interest rates): Borrowing Capacity Outstanding Weighted- End of Final As of September 30, 2024 Committed Uncommitted Total Amount Rate Period Date Related party facility 1 $ 45,000 $ 25,000 $ 70,000 $ 16,752 13.82 % June 2025 December 2025 Mezzanine financial institution 1 22,500 22,500 45,000 7,702 13.92 % January 2025 July 2025 Mezzanine financial institution 2 26,667 13,333 40,000 12,550 12.54 % January 2025 April 2025 Related party facility 2 8,000 14,000 22,000 4,324 13.81 % March 2025 September 2025 Mezzanine secured credit facilities $ 102,167 $ 74,833 $ 177,000 $ 41,328 Borrowing Capacity Outstanding Weighted- As of December 31, 2023 Committed Uncommitted Total Amount Rate Related party facility 1 $ 45,000 $ 25,000 $ 70,000 $ 22,250 11.56 % Mezzanine financial institution 1 22,500 22,500 45,000 11,198 12.79 % Mezzanine financial institution 2 26,667 13,333 40,000 1,506 9.55 % Related party facility 2 8,000 14,000 22,000 1,553 13.05 % Mezzanine secured credit facilities $ 102,167 $ 74,833 $ 177,000 $ 36,507 As of September 30, 2024, the Company had four mezzanine secured credit facilities, two with separate financial institutions and two with a related party, which holds more than 5% of our Class A common stock. Borrowings under the Company’s mezzanine secured credit facilities accrue interest at a rate based on a SOFR reference rate, plus a margin which varies by facility. Each of the Company’s mezzanine secured credit facilities also have interest rate floors. The Company may also pay fees on its mezzanine secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity under the respective credit agreements. Borrowings under the Company’s mezzanine secured credit facilities are collateralized by a second lien on the real estate inventory financed by the relevant credit facility. The lenders have legal recourse only to the assets securing the debt, and do not have general recourse to Offerpad with limited exceptions. The Company’s mezzanine secured credit facilities are structurally and contractually subordinated to the related senior secured credit facilities. Maturities Certain of the Company’s secured credit facilities mature within the next twelve months following the date these condensed consolidated financial statements are issued. The Company expects to enter into new financing arrangements or amend existing arrangements to meet its obligations as they come due, which the Company believes is probable based on its history of prior credit facility renewals. The Company believes cash on hand, together with proceeds from the resale of homes and cash from future borrowings available under each of the Company’s existing credit facilities or the entry into new financing arrangements, will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these condensed consolidated financial statements are issued. Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities The Company’s secured credit facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits. The terms of these facilities and related financing documents require the Company to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth). As of September 30, 2024 , the Company was in compliance with all covenants and no event of default had occurred. |