Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 28, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38160 | |
Entity Registrant Name | Redfin Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 74-3064240 | |
Entity Address, Address Line One | 1099 Stewart Street | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98101 | |
City Area Code | (206) | |
Local Phone Number | 576-8333 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | RDFN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 104,041,511 | |
Entity Central Index Key | 0001382821 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 1,241,255 | $ 925,276 |
Restricted cash | 101,790 | 20,544 |
Short-term investments | 140,843 | 131,561 |
Accounts receivable, net of allowances for credit losses of $182 and $160 | 47,416 | 54,719 |
Inventory | 97,371 | 49,158 |
Loans held for sale | 43,447 | 42,539 |
Prepaid expenses | 15,224 | 12,131 |
Other current assets | 7,014 | 4,898 |
Total current assets | 1,694,360 | 1,240,826 |
Property and equipment, net | 47,649 | 43,988 |
Right-of-use assets, net | 47,932 | 44,149 |
Long-term investments | 6,906 | 11,922 |
Goodwill and intangibles, net | 10,894 | 11,016 |
Other assets, noncurrent | 8,836 | 8,619 |
Total assets | 1,816,577 | 1,360,520 |
Current liabilities | ||
Accounts payable | 15,568 | 5,644 |
Accrued liabilities | 75,754 | 69,460 |
Other payables | 19,117 | 13,184 |
Warehouse Agreement Borrowings | 40,663 | 39,029 |
Secured revolving credit facility | 48,851 | 23,949 |
Convertible senior notes, net | 23,428 | 22,482 |
Lease liabilities | 12,611 | 11,973 |
Total current liabilities | 235,992 | 185,721 |
Lease liabilities and deposits, noncurrent | 53,333 | 49,339 |
Convertible senior notes, net, noncurrent | 1,136,974 | 488,268 |
Payroll tax liabilities, noncurrent | 6,812 | 6,812 |
Total liabilities | 1,433,111 | 730,140 |
Commitments and contingencies (Note 7) | ||
Series A convertible preferred stock—par value $0.001 per share; 10,000,000 shares authorized; 40,000 shares issued and outstanding | 39,834 | 39,823 |
Stockholders’ equity | ||
Common stock—par value $0.001 per share; 500,000,000 shares authorized; 103,983,585 and 103,000,594 shares issued and outstanding, respectively | 104 | 103 |
Additional paid-in capital | 641,702 | 860,556 |
Accumulated other comprehensive income | 161 | 211 |
Accumulated deficit | (298,335) | (270,313) |
Total stockholders’ equity | 343,632 | 590,557 |
Total liabilities, mezzanine equity and stockholders’ equity | $ 1,816,577 | $ 1,360,520 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 182 | $ 160 |
Temporary equity, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Temporary equity, shares issued (in shares) | 40,000 | 40,000 |
Temporary equity, shares outstanding (in shares) | 40,000 | 40,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 103,983,585 | 103,000,594 |
Common stock, outstanding (in shares) | 103,983,585 | 103,000,594 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | $ 268,319 | $ 190,995 |
Cost of revenue | 225,961 | 178,116 |
Gross profit | 42,358 | 12,879 |
Operating expenses | ||
Technology and development | 27,678 | 20,274 |
Marketing | 11,802 | 25,708 |
General and administrative | 37,391 | 24,327 |
Total operating expenses | 76,871 | 70,309 |
Loss from operations | (34,513) | (57,430) |
Interest income | 159 | 1,103 |
Interest expense | (1,338) | (2,444) |
Other income (expense), net | (92) | (1,346) |
Net loss | (35,784) | (60,117) |
Dividends on convertible preferred stock | (2,336) | 0 |
Net loss per share attributable to common stock - basic | (38,120) | (60,117) |
Net loss attributable to common stock - diluted | $ (38,120) | $ (60,117) |
Weighted average shares - basic (in shares) | 103,427,764 | 93,442,706 |
Weighted averages shares - diluted (in shares) | 103,427,764 | 93,442,706 |
Net loss | $ (35,784) | $ (60,117) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustments | 0 | (25) |
Unrealized gain (loss) on available-for-sale securities | (50) | 559 |
Service | ||
Revenue | 175,593 | 111,478 |
Cost of revenue | 134,851 | 98,368 |
Product | ||
Revenue | 92,726 | 79,517 |
Cost of revenue | $ 91,110 | $ 79,748 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Activities | ||
Net loss | $ (35,784) | $ (60,117) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,341 | 3,307 |
Stock-based compensation | 12,583 | 7,211 |
Amortization of debt discount and issuance costs | 855 | 1,730 |
Non-cash lease expense | 2,533 | 2,254 |
Impairment costs | 0 | 1,420 |
Net gain on IRLCs, forward sales commitments and loans held for sale | (1,052) | (494) |
Other | 109 | (119) |
Change in assets and liabilities: | ||
Accounts receivable, net | 7,303 | (2,598) |
Inventory | (48,213) | 3,941 |
Prepaid expenses and other assets | (3,359) | 4,934 |
Accounts payable | 5,947 | 514 |
Accrued liabilities, other payables, and payroll tax liabilities, noncurrent | 8,873 | 18,725 |
Lease liabilities | (2,951) | (2,693) |
Origination of loans held for sale | (227,090) | (132,697) |
Proceeds from sale of loans originated as held for sale | 225,140 | 111,233 |
Net cash used in operating activities | (50,765) | (43,449) |
Investing activities | ||
Purchases of property and equipment | (5,285) | (3,406) |
Purchases of investments | (67,877) | (33,267) |
Sales of investments | 0 | 31,608 |
Maturities of investments | 63,589 | 1,597 |
Net cash used in investing activities | (9,573) | (3,468) |
Financing activities | ||
Proceeds from the issuance of common stock pursuant to employee equity plans | 3,411 | 4,103 |
Tax payments related to net share settlements on restricted stock units | (10,860) | (3,307) |
Borrowings from warehouse credit facilities | 216,382 | 131,310 |
Repayments to warehouse credit facilities | (214,747) | (110,025) |
Borrowings from secured revolving credit facility | 71,177 | 11,854 |
Repayments to secured revolving credit facility | (46,275) | (7,398) |
Proceeds from issuance of convertible senior notes, net of issuance costs | 488,691 | 0 |
Purchases of capped calls related to convertible senior notes | (54,480) | 0 |
Payments for repurchases and conversions of convertible senior notes | (1,886) | 0 |
Other payables—deposits held in escrow | 6,521 | 3,684 |
Principal payments under finance lease obligations | (67) | (15) |
Cash paid for secured revolving credit facility issuance costs | (305) | 0 |
Net cash provided by financing activities | 457,562 | 30,206 |
Effect of exchange rate changes on cash and cash equivalents | 1 | (25) |
Net change in cash, cash equivalents, and restricted cash | 397,225 | (16,736) |
Cash, cash equivalents, and restricted cash: | ||
Beginning of period | 945,820 | 247,448 |
End of period | 1,343,045 | 230,712 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 973 | 1,582 |
Non-cash transactions | ||
Stock-based compensation capitalized in property and equipment | 732 | 504 |
Property and equipment additions in accounts payable and accrued liabilities | 2,348 | 451 |
Leasehold improvements paid directly by lessor | $ 1,334 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Total | Revision of Prior Period, Accounting Standards Update, Adjustment | Series A Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalRevision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Deficit | Accumulated DeficitRevision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Other Comprehensive Income/(Loss) |
Beginning balance (in shares) at Dec. 31, 2019 | 93,001,597 | ||||||||
Beginning balance at Dec. 31, 2019 | $ 331,446 | $ 93 | $ 583,097 | $ (251,786) | $ 42 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 738,398 | ||||||||
Issuance of common stock pursuant to exercise of stock options | 3,916 | $ 1 | 3,915 | ||||||
Issuance of common stock pursuant to settlement of restricted stock units (in shares) | 320,440 | ||||||||
Issuance of common stock pursuant to settlement of restricted stock units | 0 | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units (in shares) | (102,661) | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units | (3,307) | (3,307) | |||||||
Stock-based compensation | 7,715 | 7,715 | |||||||
Other comprehensive income | 533 | 533 | |||||||
Net loss | (60,117) | (60,117) | |||||||
Ending balance (in shares) at Mar. 31, 2020 | 93,957,774 | ||||||||
Ending balance at Mar. 31, 2020 | 280,186 | $ 94 | 591,420 | (311,903) | 575 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 93,001,597 | ||||||||
Beginning balance at Dec. 31, 2019 | $ 331,446 | $ 93 | 583,097 | (251,786) | 42 | ||||
Ending balance (in shares) at Dec. 31, 2020 | 40,000 | 40,000 | |||||||
Ending balance at Dec. 31, 2020 | $ 39,823 | $ 39,823 | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 103,000,594 | 103,000,594 | |||||||
Ending balance at Dec. 31, 2020 | $ 590,557 | $ (162,478) | $ 103 | 860,556 | $ (170,240) | (270,313) | $ 7,762 | 211 | |
Increase (Decrease) in Stockholders' Equity | |||||||||
Accounting Standards Update [Extensible List] | rdfn:AccountingStandardsUpdate202006Member | ||||||||
Issuance of convertible preferred stock, net | $ 11 | ||||||||
Common Stock Dividends, Shares | 30,640 | ||||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 670,050 | 670,050 | |||||||
Issuance of common stock pursuant to exercise of stock options | $ 3,463 | $ 1 | 3,462 | ||||||
Issuance of common stock pursuant to settlement of restricted stock units (in shares) | 360,351 | ||||||||
Issuance of common stock pursuant to settlement of restricted stock units | 0 | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units (in shares) | (115,030) | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units | (10,860) | (10,860) | |||||||
Purchases of capped calls related to convertible senior notes | (54,480) | (54,480) | |||||||
Issuance of common stock in connection with conversion of convertible senior notes (in shares) | 36,980 | ||||||||
Issuance of common stock in connection with conversion of convertible senior notes | (52) | (52) | |||||||
Stock-based compensation | 13,316 | 13,316 | |||||||
Other comprehensive income | (50) | (50) | |||||||
Net loss | $ (35,784) | (35,784) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 40,000 | 40,000 | |||||||
Ending balance at Mar. 31, 2021 | $ 39,834 | $ 39,834 | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 103,983,585 | 103,983,585 | |||||||
Ending balance at Mar. 31, 2021 | $ 343,632 | $ 104 | $ 641,702 | $ (298,335) | $ 161 |
Summary of Accounting Policies
Summary of Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Accounting Policies | Summary of Accounting Policies Basis of Presentation —The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The financial information as of December 31, 2020 that is included in this quarterly report is derived from the audited consolidated financial statements and notes for the year ended December 31, 2020 included in Item 8 in our annual report for the year ended December 31, 2020. Such financial information should be read in conjunction with the notes and management’s discussion and analysis of the consolidated financial statements included in our annual report. The unaudited consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of March 31, 2021, the statements of comprehensive loss, statements of cash flows, and statements of changes in mezzanine equity and stockholders’ equity for the three months ended March 31, 2021 and 2020. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any interim period or for any other future year. Certain amounts presented in the prior period consolidated statements of cash flows have been reclassified to conform to the current period financial statement presentation. The change in classification does not affect previously reported cash flows from operating activities, investing activities or financing activities in the consolidated statements of cash flows. Principles of Consolidation —The unaudited consolidated interim financial statements include the accounts of Redfin Corporation and its wholly owned subsidiaries, including those entities in which we have a variable interest and of which we are the primary beneficiary. Intercompany transactions and balances have been eliminated. Use of Estimates —The preparation of consolidated financial statements, in conformity with GAAP, requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the respective periods. Our estimates include, but are not limited to, valuation of deferred income taxes, stock-based compensation, net realizable value of inventory, capitalization of website and software development costs, the incremental borrowing rate for the determination of the present value of lease payments, recoverability of intangible assets with finite lives, fair value of our mortgage loans held for sale, fair value of interest rate lock commitments ("IRLCs") and forward sales commitments, fair value of reporting units for purposes of evaluating goodwill for impairment, current expected credit losses on certain financial assets, and the fair value of the convertible feature related to our convertible senior notes. The amounts ultimately realized from the affected assets or ultimately recognized as liabilities will depend on, among other factors, general business conditions and could differ materially in the near term from the carrying amounts reflected in the consolidated financial statements. Agreement to Acquire RentPath Holdings, Inc. —On February 19, 2021, we entered into an Asset Purchase Agreement (the "Purchase Agreement") with RentPath Holdings, Inc. ("RentPath") and certain of its wholly owned subsidiaries (together with RentPath Holdings, Inc., the "Sellers"). RentPath is a provider of digital marketing solutions for rental properties through a network of internet listing websites. Pursuant to the Purchase Agreement, we will acquire, for $608,000 in cash, all of the equity interests of RentPath, as reorganized following an internal restructuring of the Sellers (“Reorganized RentPath”) pursuant to the joint chapter 11 plan of reorganization of the Sellers in the chapter 11 cases of the Sellers (the "Plan") and certain of their affiliates filed on February 12, 2020 in the U.S. Bankruptcy Court for the District of Delaware (the "Acquisition"). In connection with the internal restructuring, certain assets and liabilities related to the Sellers' business of providing digital media services to clients in the residential real estate business will be transferred to Reorganized RentPath, and the remaining assets and liabilities will be transferred to a wind-down company. In connection with our entry into the Purchase Agreement, we deposited $60,800 into an escrow account, and this amount will be applied towards the purchase price at the closing of the Acquisition. If the Purchase Agreement is terminated, other than in a situation involving our breach of the Purchase Agreement, then the deposit will be returned to us. We have recorded the deposit in escrow account as part of restricted cash on the consolidated balance sheet. See Note 16 for details on the closing of our acquisition of RentPath that occurred on April 2, 2021. Convertible Senior Notes —In accounting for the issuance of our convertible senior notes, we treat the instrument wholly as a liability, in accordance with the adoption of ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"). Issuance costs are being amortized to expense over the respective term of the convertible senior notes. For conversions prior to the maturity of the notes, we will settle using cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. The carrying amount of the instrument (including unamortized debt issuance costs) is reduced by cash and other assets transferred, with the difference reflected as a reduction to additional paid-in capital. The indentures governing our convertible senior notes allow us, under certain circumstances, to irrevocably fix our method for settling conversions of the applicable notes by giving notice to the noteholders. Our election to irrevocably fix the settlement method could affect the calculation of diluted earnings per share when applicable. We have no plans to exercise our rights to fix the settlement method. Unsettled Conversion Requests of Convertible Senior Notes —Our 2023 notes were convertible during the quarter ended March 31, 2021. We received conversion requests for $39 aggregate principal amount of the notes prior to the end of the quarter that we will settle using a combination of cash and shares of our common stock during the quarter ending June 30, 2021. All references to the outstanding aggregate principal amount of our 2023 notes as of March 31, 2021 includes the $39 principal amount with respect to which we received conversion requests on or prior to such date. Recently Adopted Accounting Pronouncements —In August 2020, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance under ASU 2020-06. This guidance removes the liability and equity separation models for convertible instruments with a cash conversion feature or beneficial conversion feature. As a result, companies will more likely account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account). In addition, the guidance simplifies the settlement assessment that issuers perform to determine whether a contract in their own equity qualifies for equity classification. Finally, the guidance requires entities to use the if-converted method to calculate earnings per share for all convertible instruments. We early adopted ASU 2020-06 as of January 1, 2021 using the modified retrospective approach. The cumulative effect of initially applying the new standard was recognized as an adjustment to accumulated deficit. Upon the adoption of the new standard we recognized the following adjustments: Ending Balance as of December 31, 2020 ASU 2020-06 Adjustments Beginning Balance as of January 1, 2021 Convertible senior notes, net $ 22,482 $ 2,723 $ 25,205 Convertible senior notes, net, noncurrent 488,268 159,755 648,023 Additional paid-in capital 860,556 (170,240) 690,316 Accumulated deficit (270,313) 7,762 (262,551) The $7,762 adjustment to accumulated deficit represents a reduction to non-cash interest expense related to the accretion of the debt discount under the historical separation model. |
Segment Reporting and Revenue
Segment Reporting and Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting and Revenue | Segment Reporting and Revenue In operation of the business, our management, including our chief operating decision maker, who is also our chief executive officer, evaluates the performance of our operating segments based on revenue and gross profit. We do not analyze discrete segment balance sheet information related to long-term assets, substantially all of which are located in the United States. All other financial information is presented on a consolidated basis. We have five operating segments and two reportable segments, real estate services and properties. We generate revenue primarily from commissions and fees charged on each real estate services transaction closed by our lead agents or partner agents, and from the sale of homes. Our key revenue components are brokerage revenue, partner revenue, properties revenue, and other revenue. Information on each of the reportable and other segments and reconciliation to consolidated net loss is as follows: Three Months Ended March 31, 2021 2020 Real estate services Brokerage revenue $ 156,447 $ 102,351 Partner revenue 12,162 6,285 Total real estate services revenue 168,609 108,636 Cost of revenue 128,216 93,562 Gross profit 40,393 15,074 Properties Revenue 92,726 79,098 Cost of revenue 91,130 79,299 Gross profit 1,596 (201) Other Revenue 9,357 4,250 Cost of revenue 8,988 6,244 Gross profit 369 (1,994) Intercompany eliminations Revenue (2,373) (989) Cost of revenue (2,373) (989) Gross profit — — Consolidated Revenue 268,319 190,995 Cost of revenue 225,961 178,116 Gross profit 42,358 12,879 Operating expenses 76,871 70,309 Interest income 159 1,103 Interest expense (1,338) (2,444) Other income (expense), net (92) (1,346) Net loss $ (35,784) $ (60,117) |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments Derivatives Our primary market exposure is to interest rate risk, specifically U.S. treasury and mortgage interest rates, due to their impact on mortgage-related assets and commitments. We use forward sales commitments on whole loans and mortgage-backed securities to manage and reduce this risk. We do not have any derivative instruments designated as hedging instruments. Forward Sales Commitments —We are exposed to interest rate and price risk on loans held for sale from the funding date until the date the loan is sold. Forward sales commitments on whole loans and mortgage-backed securities are used to fix the forward sales price that will be realized at the sale of each loan. Interest Rate Lock Commitments —IRLCs represent an agreement to extend credit to a mortgage loan applicant. We commit (subject to loan approval) to fund the loan at the specified rate, regardless of changes in market interest rates between the commitment date and the funding date. Outstanding IRLCs are subject to interest rate risk and related price risk during the period from the date of commitment through the loan funding date or expiration date. Loan commitments generally range between 30 and 90 days and the borrower is not obligated to obtain the loan. Therefore, IRLCs are subject to fallout risk, which occurs when approved borrowers choose not to close on the underlying loans. We review our commitment-to-closing ratio ("pull-through rate") as part of an estimate of the number of mortgage loans that will fund according to the IRLCs. Notional Amounts March 31, 2021 December 31, 2020 Forward sales commitments $ 105,107 $ 130,109 IRLCs 111,753 88,923 The locations and amounts of gains (losses) recognized in income related to our derivatives are as follows: Three Months Ended March 31, Instrument Classification 2021 2020 Forward sales commitments Service revenue $ 1,928 $ (1,571) IRLCs Service revenue 166 1,195 Fair Value of Financial Instruments A summary of assets and liabilities related to our financial instruments, measured at fair value on a recurring basis and as reflected in our consolidated balance sheets, is set forth below: Balance at March 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash equivalents Money market funds $ 612,590 $ 612,590 $ — $ — U.S. treasury securities 4,912 4,912 — — Total cash equivalents 617,502 617,502 — — Short-term investments U.S. treasury securities 140,843 140,843 — — Loans held for sale 43,447 — 43,447 — Other current assets Forward sales commitments 1,465 — 1,465 — IRLCs 2,146 — — 2,146 Total other current assets 3,611 — 1,465 2,146 Long-term investments Agency bonds 6,906 6,906 — — Total assets $ 812,309 $ 765,251 $ 44,912 $ 2,146 Liabilities Accrued liabilities Forward sales commitments $ 10 $ — $ 10 $ — IRLCs 209 — — 209 Total liabilities $ 219 $ — $ 10 $ 209 Balance at December 31, 2020 Quoted Prices in Active Markets for Identical Assets Significant Significant Assets Cash equivalents Money market funds $ 886,261 $ 886,261 $ — $ — U.S. treasury securities 6,100 6,100 — — Total cash equivalents 892,361 892,361 — — Short-term investments U.S. treasury securities 131,561 131,561 — — Loans held for sale 42,539 — 42,539 — Other current assets Forward sales commitments 34 — 34 — IRLCs 1,781 — — 1,781 Total other current assets 1,815 — 34 1,781 Long-term investments Agency bonds 11,922 11,922 — — Total assets $ 1,080,198 $ 1,035,844 $ 42,573 $ 1,781 Liabilities Accrued liabilities Forward sales commitments $ 507 $ — $ 507 $ — IRLCs 10 — — 10 Total liabilities $ 517 $ — $ 507 $ 10 There were no transfers into or out of Level 3 financial instruments during the periods presented. The significant unobservable input used in the fair value measurement of IRLCs is the pull-through rate. Significant changes in the input could result in a significant change in fair value measurement. The pull-through rate used to determine the fair value of IRLCs was as follows: Key Inputs Valuation Technique March 31, 2021 December 31, 2020 Weighted-average pull-through rate Market pricing 72.8% 72.3% The following is a summary of changes in the fair value of IRLCs for the three months ended March 31, 2021: Balance, net—January 1, 2021 $ 1,771 Issuances of IRLCs 5,504 Settlements of IRLCs (5,139) Net loss recognized in earnings (199) Balance, net—March 31, 2021 $ 1,937 Changes in fair value recognized during the period relating to assets still held at March 31, 2021 $ 166 The following table presents the carrying amounts and estimated fair values of our 2023 notes, 2025 notes, and our 2027 notes that are not recorded at fair value on our consolidated balance sheets: March 31, 2021 December 31, 2020 Issuance Net Carrying Amount Estimated Fair Value Net Carrying Amount Estimated Fair Value 2023 notes $ 23,428 $ 53,683 $ 22,482 $ 59,894 2025 notes 648,713 772,651 488,268 802,083 2027 notes 488,261 510,340 — — The difference between the principal amounts and unsettled conversions of our 2023 notes, our 2025 notes, and our 2027 notes, which were $23,777, $661,250, and $500,000, respectively, and the net carrying amounts of the notes represents the unamortized debt issuance costs (see Note 15 for additional details). The estimated fair value of each tranche of convertible senior notes is based on the closing trading price of the notes on the last day of trading for the period, and is classified as Level 2 within the fair value hierarchy, due to the limited trading activity of the notes. As of March 31, 2021, the difference between the net carrying amount of the notes and their estimated fair values represented the equity conversion value premium the market assigned to the notes. Based on the closing price of our common stock of $66.59 on March 31, 2021, the if-converted value of the 2023 notes exceeded the principal amount of $23,777, while the if-converted values of the 2025 notes and 2027 notes were less than the principal amounts of $661,250 and $500,000, respectively. See Note 15 for additional details on the convertible senior notes. See Note 11 for the carrying amount of our convertible preferred stock. Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis include items such as property and equipment, goodwill and other intangible assets, cost method investments, and other assets. These assets are measured at fair value if determined to be impaired. The cost or amortized cost, gross unrealized gains and losses, and estimated fair market value of our cash, money market funds, restricted cash, and available-for-sale investments were as follows: March 31, 2021 Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, Restricted Cash Short-term Investments Long-term Investments Cash $ 623,753 $ — $ — $ 623,753 $ 623,753 $ — $ — Money markets funds 612,590 — — 612,590 612,590 — — Restricted cash 101,790 — — 101,790 101,790 — — U.S. treasury securities 145,630 125 — 145,755 4,912 140,843 — Agency bonds 6,900 7 (1) 6,906 — — 6,906 Total $ 1,490,663 $ 132 $ (1) $ 1,490,794 $ 1,343,045 $ 140,843 $ 6,906 December 31, 2020 Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, Restricted Cash Short-term Investments Long-term Investments Cash $ 32,915 $ — $ — $ 32,915 $ 32,915 $ — $ — Money markets funds 886,261 — — 886,261 886,261 — — Restricted cash 20,544 — — 20,544 20,544 — — U.S. treasury securities 137,502 159 — 137,661 6,100 131,561 — Agency bonds 11,900 22 — 11,922 — — 11,922 Total $ 1,089,122 $ 181 $ — $ 1,089,303 $ 945,820 $ 131,561 $ 11,922 We have evaluated our portfolio of available-for-sale debt securities based on credit quality indicators for expected credit losses and do not believe there are any expected credit losses. Our portfolio consists of U.S. government securities , all with a high quality credit rating issued by various credit agencies. As of March 31, 2021 and December 31, 2020, we had accrued interest of $44 and $108, respectively, on our available-for-sale investments, of which we have recorded no expected credit losses. Accrued interest receivable is presented within other current assets in our consolidated balance sheets. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The components of inventory were as follows: March 31, 2021 December 31, 2020 Properties for sale $ 43,428 $ 17,153 Properties not available for sale 14,515 7,225 Properties under improvement 39,428 24,780 Inventory $ 97,371 $ 49,158 Inventory costs include direct home purchase costs and any capitalized improvements, net of lower of cost or net realizable value write-downs applied on a specific home basis. As of March 31, 2021 and December 31, 2020, lower of cost or net realizable value write-downs were $112 and $29, respectively. During the three months ended March 31, 2021 and 2020, we directly purchased $120,488 and $65,167 of homes and sold $74,598 and $68,083 in cost basis of homes, respectively. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The components of property and equipment were as follows: Useful Lives (Years) March 31, 2021 December 31, 2020 Leasehold improvements Shorter of lease term or economic life $ 31,132 $ 29,558 Website and software development costs 2-3 35,308 33,278 Computer and office equipment 3 9,922 7,765 Software 3 1,871 1,858 Furniture 7 7,277 7,450 Property and equipment, gross 85,510 79,909 Accumulated depreciation and amortization (45,254) (41,614) Construction in progress 7,393 5,693 Property and equipment, net $ 47,649 $ 43,988 Depreciation and amortization expense for property and equipment amounted to $4,219 and $3,186 for the three months ended March 31, 2021 and 2020, respectively. We capitalized software development costs, including stock-based compensation, of $3,365 and $2,677 for the three months ended March 31, 2021 and 2020, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases We lease office space under noncancelable operating leases with original terms ranging from one Three Months Ended March 31, Lease Cost Classification 2021 2020 Operating lease cost: Operating lease cost (1) Cost of revenue $ 2,324 $ 2,138 Operating lease cost (1) Operating expenses 1,117 1,094 Total operating lease cost $ 3,441 $ 3,232 Finance lease cost: Amortization of right-of-use assets Cost of revenue $ 56 $ 17 Interest on lease liabilities Cost of revenue 9 $ 3 Total finance lease cost $ 65 $ 20 (1) Includes lease expense with initial terms of twelve months or less of $271 and $226 for the three months ended March 31, 2021 and 2020, respectively. Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2021, excluding the three months ended March 31, 2021 $ 11,267 $ 163 $ 369 $ 11,799 2022 14,475 217 14 14,706 2023 13,442 204 — 13,646 2024 12,039 110 — 12,149 2025 8,881 — — 8,881 Thereafter 13,384 — — 13,384 Total lease payments $ 73,488 $ 694 $ 383 $ 74,565 Less: Interest (1) 8,181 57 Present value of lease liabilities $ 65,307 $ 637 (1) Includes interest on operating leases of $2,601 and financing lease of $29 within the next twelve months. Lease Term and Discount Rate March 31, 2021 December 31, 2020 Weighted average remaining operating lease term (years) 5.3 5.2 Weighted average remaining finance lease term (years) 3.3 3.5 Weighted average discount rate for operating leases 4.5 % 4.4 % Weighted average discount rate for finance leases 5.4 % 5.4 % Three Months Ended March 31, Supplemental Cash Flow Information 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,643 $ 3,464 Operating cash flows from finance leases 9 3 Financing cash flows from finance leases 45 12 Right of use assets obtained in exchange for lease liabilities Operating leases $ 6,247 $ 223 Finance leases 39 — |
Leases | Leases We lease office space under noncancelable operating leases with original terms ranging from one Three Months Ended March 31, Lease Cost Classification 2021 2020 Operating lease cost: Operating lease cost (1) Cost of revenue $ 2,324 $ 2,138 Operating lease cost (1) Operating expenses 1,117 1,094 Total operating lease cost $ 3,441 $ 3,232 Finance lease cost: Amortization of right-of-use assets Cost of revenue $ 56 $ 17 Interest on lease liabilities Cost of revenue 9 $ 3 Total finance lease cost $ 65 $ 20 (1) Includes lease expense with initial terms of twelve months or less of $271 and $226 for the three months ended March 31, 2021 and 2020, respectively. Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2021, excluding the three months ended March 31, 2021 $ 11,267 $ 163 $ 369 $ 11,799 2022 14,475 217 14 14,706 2023 13,442 204 — 13,646 2024 12,039 110 — 12,149 2025 8,881 — — 8,881 Thereafter 13,384 — — 13,384 Total lease payments $ 73,488 $ 694 $ 383 $ 74,565 Less: Interest (1) 8,181 57 Present value of lease liabilities $ 65,307 $ 637 (1) Includes interest on operating leases of $2,601 and financing lease of $29 within the next twelve months. Lease Term and Discount Rate March 31, 2021 December 31, 2020 Weighted average remaining operating lease term (years) 5.3 5.2 Weighted average remaining finance lease term (years) 3.3 3.5 Weighted average discount rate for operating leases 4.5 % 4.4 % Weighted average discount rate for finance leases 5.4 % 5.4 % Three Months Ended March 31, Supplemental Cash Flow Information 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,643 $ 3,464 Operating cash flows from finance leases 9 3 Financing cash flows from finance leases 45 12 Right of use assets obtained in exchange for lease liabilities Operating leases $ 6,247 $ 223 Finance leases 39 — |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings Below is a discussion of our material, pending legal proceedings. Except as discussed below, we have not accrued any legal expenses for these proceedings because we cannot estimate a range of reasonably possible losses given the preliminary stage of these proceedings and the claims and issues presented. In addition to the matters discussed below, from time to time, we are involved in litigation, claims, and other proceedings arising in the ordinary course of our business. Except for the matters discussed below, we do not believe that any of our pending litigation, claims, and other proceedings is material to our business. Lawsuit by David Eraker —On May 11, 2020, David Eraker, our co-founder and former chief executive officer who departed Redfin in 2006, filed a complaint through Appliance Computing III, Inc. (d/b/a Surefield) ("Surefield"), which is a company that Mr. Eraker founded and that we believe he controls, in the U.S. District Court for the Western District of Texas, Waco Division. The complaint alleges that we are infringing patents claimed to be owned by Surefield without its authorization or license. Surefield is seeking an unspecified amount of damages and an injunction against us offering products and services that allegedly infringe the patents at issue. On July 15, 2020, we filed a counterclaim against Surefield to allege that (i) we are not infringing on the patents that Surefeld has alleged that we are infringing and (ii) the patents claimed by Surefield are invalid. This counterclaim asks the court to declare judgment in our favor. Lawsuit Alleging Violations of the Fair Housing Act —On October 28, 2020, a group of ten organizations filed a complaint against us in the U.S. District Court for the Western District of Washington. The organizations are the National Fair Housing Alliance, the Fair Housing Center of Metropolitan Detroit, the Fair Housing Justice Center, the Fair Housing Rights Center in Southeastern Pennsylvania, the HOPE Fair Housing Center, the Lexington Fair Housing Council, the Long Island Housing Services, the Metropolitan Milwaukee Fair Housing Council, Open Communities, and the South Suburban Housing Center. The complaint alleges that certain of our business policies and practices violate provisions of the Fair Housing Act (the “FHA”). The plaintiffs allege that these policies and practices (i) have the effect of our services being unavailable in predominantly non-white communities on a more frequent basis than predominantly white communities and (ii) are unnecessary to achieve a valid interest or legitimate objective. The complaint focuses on the following policies and practices, as alleged by the plaintiffs: (i) a home's price must exceed a certain dollar amount before we offer service through one of our lead agents or partner agents and (ii) our services and pricing structures are available only for homes serviced by one of our lead agents and those same services and pricing structures may not be offered by one of our partner agents. The plaintiffs seek (i) a declaration that our alleged policies and practices violate the FHA, (ii) an order enjoining us from further alleged violations, (iii) an unspecified amount of monetary damages, and (iv) payment of plaintiffs’ attorneys' fees and costs. Lawsuits Alleging Misclassification —On August 28, 2019, Devin Cook, who is one of our former independent contractor licensed sales associates, whom we call associate agents, filed a complaint against us in the Superior Court of California, County of San Francisco. The plaintiff initially pled the complaint as a class action and alleged that we misclassified her as an independent contractor instead of an employee. The plaintiff also sought representative claims under California’s Private Attorney General Act ("PAGA"). On December 6, 2019, we filed a motion to compel arbitration and asserted that the plaintiff had agreed to arbitrate her claims and had waived all class claims. Following that filing, we and the plaintiff stipulated to allow the plaintiff to amend her complaint to dismiss the class action claim and assert only claims under PAGA. On January 14, 2020, pursuant to the parties’ stipulation, the court granted the plaintiff leave to file a first amended complaint, and she filed her first amended complaint on January 30, 2020. Following this stipulation, only the plaintiff's claims under PAGA will proceed. The plaintiff continues to seek unspecified penalties for alleged violations of PAGA. On November 20, 2020, Jason Bell, who is one of our former lead agents as well as a former associate agent, filed a complaint against us in the U.S. District Court for the Southern District of California. The complaint is pled as a class action and alleges that, during the time he served as an associate agent, we misclassified him as an independent contractor instead of an employee. The plaintiff also asserts representative claims under PAGA. The plaintiff is seeking unspecified amounts of unpaid overtime wages, regular wages, meal and rest period compensation, penalties, injunctive, and other equitable relief, and plaintiff's attorneys' fees and costs. On December 2, 2020, we filed a motion to compel arbitration and asserted that the plaintiff had agreed to arbitrate his claims and had waived all class claims. On March 24, 2021, Anthony Bush, who is one of our former associate agents, filed a complaint against us in the Superior Court of California, County of Alameda. The complaint alleges that, during the time he served as an associate agent, we misclassified him as an independent contractor instead of an employee. The plaintiff also asserts representative claims under PAGA. The plaintiff is seeking unspecified amounts of unpaid overtime wages, regular wages, meal and rest period compensation, penalties, injunctive, and other equitable relief, and plaintiff's attorneys' fees and costs. Potential Employment Claim —On April 6, 2021, two of our former employees and one of our current employees (together, the "claimants") submitted notices to the California Labor & Workforce Development Agency (the "LWDA") to notify the LWDA that they intend to seek penalties against us under PAGA for our alleged violations of provisions of the California Labor Code. With respect to some or all of the claimants, these violations relate to alleged non-payment of owed wages, improper wage deductions, not providing wage statements, retaliation, failure to keep payroll records, failure to pay a minimum wage, failure to provide a written agreement regarding commission payments, and failure to reimburse business expenses. Certain of these violations are also asserted on behalf of other allegedly aggrieved employees. The claimants had also previously submitted complaints against us and two of our former employees to the California Department of Fair Employment and Housing alleging harassment, discrimination, and retaliation. Prior to the claimants' submission of their LWDA notices, we had offered to settle all of the claimants' allegations, but the claimants rejected our offer. We accrued a legal expense for our rejected settlement offer for the quarter ended March 31, 2021. In addition, we believe that it is reasonably possible that losses beyond the amount of our rejected settlement offer could occur. However, we are unable to estimate the amount of any additional loss. Other Commitments Other commitments relate to homes that are under contract to purchase through our properties business but that have not closed, and network infrastructure for our data operations. Future payments due under these agreements as of March 31, 2021 are as follows: Other Commitments 2021, excluding the three months ended March 31, 2021 $ 141,866 2022 8,956 2023 1,849 2024 807 2025 and thereafter 36 Total future minimum payments $ 153,514 |
Acquired Intangible Assets
Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets | Acquired Intangible Assets The components of intangible assets were as follows: March 31, 2021 December 31, 2020 Useful Lives (Years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Trade names 10 $ 1,040 $ (676) $ 364 $ 1,040 $ (650) $ 390 Developed technology 10 2,980 (1,937) 1,043 2,980 (1,862) 1,118 Customer relationships 10 860 (559) 301 860 (538) 322 Total $ 4,880 $ (3,172) $ 1,708 $ 4,880 $ (3,050) $ 1,830 Amortization expense amounted to $122 and $122 for each of the three months ended March 31, 2021 and 2020, respectively. We will recognize the remaining amortization expense of $1,708 over a four-year period, with the first three years recognizing expense of $488 per year, and the fourth year recognizing expense of $366. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities The components of accrued liabilities were as follows: March 31, 2021 December 31, 2020 Accrued compensation and benefits $ 54,498 $ 49,238 Miscellaneous accrued liabilities 10,969 9,722 Payroll tax liability deferred by the CARES Act 6,812 6,812 Customer contract liabilities 3,475 3,688 Total accrued liabilities $ 75,754 $ 69,460 |
Other Payables
Other Payables | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other Payables | Other Payables Other payables consists primarily of customer deposits for cash held in escrow on behalf of real estate buyers using our title and settlement services. Since we do not have rights to the cash, the customer deposits are recorded as a liability with a corresponding asset in the same amount recorded within restricted cash. The components of other payables were as follows: March 31, 2021 December 31, 2020 Customer deposits $ 17,704 $ 11,183 Miscellaneous payables 1,413 2,001 Total other payables $ 19,117 $ 13,184 |
Mezzanine Equity
Mezzanine Equity | 3 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity On April 1, 2020, we issued 4,484,305 shares of our common stock, at a price of $15.61 per share, and 40,000 shares of our preferred stock, at a price of $1,000 per share, for aggregate gross proceeds of $110,000. We designated this preferred stock as Series A Convertible Preferred Stock (our "convertible preferred stock"). Our convertible preferred stock is classified as mezzanine equity in our consolidated financial statements as the substantive conversion features at the option of the holder precludes liability classification. We have determined there are no material embedded features that require recognition as a derivative asset or liability. We allocated the gross proceeds of $110,000 to the common stock issuance and the convertible preferred stock issuance based on the standalone fair value of the issuances, resulting in a fair valuation of $40,000 for the preferred stock, which is also the value of the mandatory redemption amount. As of March 31, 2021, the carrying value of our convertible preferred stock, net of issuance costs, is $39,834, and holders have earned unpaid stock dividends in the amount of 30,640 shares of common stock. This stock dividend was issued on April 1, 2021. These shares are included in basic and diluted net loss per share attributable to common stock in Note 13. As of March 31, 2021, no shares of the preferred stock have been converted, and the preferred stock was not redeemable, nor probable to become redeemable in the future as there is a more than remote chance the shares will be automatically converted prior to the mandatory redemption date. The number of shares of common stock reserved for future issuance resulting from dividends, conversion, or redemption with respect to the preferred stock was 2,622,177 as of the issuance date. Dividends —The holders of our convertible preferred stock are entitled to dividends. Dividends accrue daily based on a 360 day fiscal year at a rate of 5.5% per annum based on the issue price and are payable quarterly in arrears on the first business day following the end of each calendar quarter. Assuming we satisfy certain conditions, we will pay dividends in shares of common stock at a rate of the dividend payable divided by $17.95. If we do not satisfy such conditions, we will pay dividends in a cash amount equal to (i) the dividend shares otherwise issuable on the dividends multiplied by (ii) the volume-weighted average closing price of our common stock for the ten trading days preceding the date the dividends are payable. Participation Rights —Holders of our convertible preferred stock are entitled to dividends paid and distributions made to holders of our common stock to the same extent as if such preferred stockholders had converted their shares of preferred stock into common stock and held such shares on the record date for such dividends and distributions. Conversion —Holders may convert their convertible preferred stock into common stock at any time at a rate per share of preferred stock equal to the issue price divided by $19.51 (the "conversion price"). A holder that converts will also receive any dividend shares resulting from accrued dividends. Our convertible preferred stock may also be automatically converted to shares of our common stock. If the closing price of our common stock exceeds $27.32 per share (i) for each day of the 30 consecutive trading days immediately preceding April 1, 2023 or (ii) following April 1, 2023 until 30 trading days prior to November 30, 2024, for each day of any 30 consecutive trading days, then each outstanding share of preferred stock will automatically convert into a number of shares of our common stock at a rate per share of preferred stock equal to the issue price divided by the conversion price. Upon an automatic conversion, a holder will also receive any dividend shares resulting from accrued dividends. Redemption —On November 30, 2024, we will be required to redeem any outstanding shares of our convertible preferred stock, and each holder may elect to receive cash, shares of common stock, or a combination of cash and shares. If a holder elects to receive cash, we will pay, for each share of preferred stock, an amount equal to the issue price plus any accrued dividends. If a holder elects to receive shares, we will issue, for each share of preferred stock, a number of shares of common stock at a rate of the issue price divided by the conversion price plus any dividend shares resulting from accrued dividends. A holder of our convertible preferred stock has the right to require us to redeem up to all shares of preferred stock it holds following certain events outlined in the document governing the preferred stock. If a holder redeems as the result of such events, such holder may elect to receive cash or shares of common stock, as calculated in the same manner as the mandatory redemption described above. Additionally, such holder will also receive, in cash or shares of common stock as elected by the holder, an amount equal to all scheduled dividend payments on the preferred stock for all remaining dividend periods from the date the holder gives its notice of redemption. Liquidation Rights —Upon our liquidation, dissolution, or winding up, holders of our convertible preferred stock will be entitled to receive cash out of our assets prior to holders of the common stock. |
Equity and Equity Compensation
Equity and Equity Compensation Plans | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity and Equity Compensation Plans | Equity and Equity Compensation Plans Common Stock —As of March 31, 2021 and December 31, 2020, our amended and restated certificate of incorporation authorized us to issue 500,000,000 shares of common stock with a par value of $0.001 per share. Preferred Stock —As of March 31, 2021 and December 31, 2020, our amended and restated certificate of incorporation authorized us to issue 10,000,000 shares of preferred stock with a par value of $0.001. Amended and Restated 2004 Equity Incentive Plan —We granted options under our 2004 Equity Incentive Plan, as amended (our "2004 Plan"), until July 26, 2017, when we terminated it in connection with our initial public offering. Accordingly, no shares are available for future issuance under our 2004 Plan. Our 2004 Plan continues to govern outstanding equity awards granted thereunder. The term of each stock option under the plan is no more than 10 years, and each stock option generally vests over a four-year period. 2017 Equity Incentive Plan —Our 2017 Equity Incentive Plan (our "2017 EIP") became effective on July 26, 2017, and provides for the issuance of incentive and nonqualified common stock options and restricted stock units to employees, directors, and consultants. The number of shares of common stock initially reserved for issuance under our 2017 EIP was 7,898,159. The number of shares reserved for issuance under our 2017 EIP will increase automatically on January 1 of each calendar year beginning on January 1, 2018, and continuing through January 1, 2028, by the number of shares equal to the lesser of 5% of the total outstanding shares of our common stock as of the immediately preceding December 31 or an amount determined by our board of directors. The term of each stock option and restricted stock unit under the plan will not exceed 10 years, and each award generally vests between two We have reserved shares of common stock for future issuance under our 2017 EIP as follows: March 31, 2021 December 31, 2020 Stock options issued and outstanding 5,063,462 5,733,738 Restricted stock units outstanding 3,879,392 4,459,743 Shares available for future equity grants 16,796,584 11,309,377 Total shares reserved for future issuance 25,739,438 21,502,858 2017 Employee Stock Purchase Plan —Our 2017 Employee Stock Purchase Plan (our "ESPP") was approved by our board of directors on July 27, 2017 and enables eligible employees to purchase shares of our common stock at a discount. Purchases will be accomplished through participation in discrete offering periods. We initially reserved 1,600,000 shares of common stock for issuance under our ESPP. The number of shares reserved for issuance under our ESPP will increase automatically on January 1 of each calendar year beginning after the first offering date and continuing through January 1, 2028, by the number of shares equal to the lesser of 1% of the total outstanding shares of our common stock as of the immediately preceding December 31 or an amount determined by our board of directors. On each purchase date, eligible employees will purchase our common stock at a price per share equal to 85% of the lesser of (i) the fair market value of our common stock on the first trading day of the offering period and (ii) the fair market value of our common stock on the purchase date. We have reserved shares of common stock for future issuance under our ESPP as follows: Three Months Ended March 31, 2021 Year Ended December 31, 2020 Shares available for issuance at beginning of period 4,039,667 3,330,271 Shares issued during the period — (320,609) Total shares available for future issuance at end of period 4,039,667 3,009,662 Stock Options —Option activity for the three months ended March 31, 2021 was as follows: Number of Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding as of January 1, 2021 5,733,738 $ 7.23 4.39 $ 352,076 Options exercised (670,050) 5.17 Options forfeited (223) 10.80 Options expired (3) 8.61 Outstanding as of March 31, 2021 5,063,462 7.50 4.28 299,210 Options exercisable as of March 31, 2021 4,891,618 6.87 4.15 292,128 The grant date fair value of options to purchase common stock is recorded as stock-based compensation over the vesting period. As of March 31, 2021, there was $480 of total unrecognized compensation cost related to stock options. These costs are expected to be recognized over a weighted-average period of 0.67 years. On June 1, 2019, we granted stock options subject to performance conditions ("PSOs"), with a target of 150,000 shares and a maximum 300,000 shares, to our chief executive officer. The options have an exercise price of $27.50 per share and have the same performance and vesting conditions as the restricted stock units subject to performance conditions that we granted in 2019. We determined that vesting is probable and have accrued compensation expense for the PSOs. None of the options vested during the three months ended March 31, 2021. Restricted Stock Units —Restricted stock unit activity for the three months ended March 31, 2021 was as follows: Restricted Stock Units Weighted Average Grant-Date Fair Value Outstanding as of January 1, 2021 4,459,743 $ 27.44 Granted 76,942 59.84 Vested (1) (357,737) 20.97 Forfeited or canceled (299,556) 22.77 Outstanding or deferred as of March 31, 2021 (1) 3,879,392 $ 29.04 (1) Starting with the restricted stock units granted to them in June 2019, our non-employee directors have the option to defer the issuance of common stock receivable upon vesting of such restricted stock units until 60 days following the day they are no longer providing services to us or, if earlier, upon a change in control transaction. The amount reported as vested excludes restricted stock units that have vested but whose settlement into shares have been deferred. The amount reported as outstanding or deferred as of March 31, 2021 includes these restricted stock units. As no further conditions exist to prevent the issuance of the shares of common stock underlying these restricted stock units, the shares are included in basic and diluted weighted shares outstanding used to calculate net loss per share attributable to common stock. The amount of shares whose issuance have been deferred is not considered material and is not reported separately from stock-based compensation in our consolidated statements of changes in mezzanine equity and stockholders’ equity. The grant date fair value of restricted stock units is recorded as stock-based compensation over the vesting period. As of March 31, 2021, there was $102,465 of total unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted-average period of 2.45 years. As of March 31, 2021, there were 260,509 restricted stock units subject to performance and market conditions ("PSUs") at 100% of the target level. Depending on our achievement of the performance and market conditions, the actual number of shares of common stock issuable upon vesting of PSUs will range from 0% to 200% of the target amount. For each PSU recipient, the awards will vest only if the recipient is continuing to provide service to us upon our board of directors, or its compensation committee, certifying that we have achieved the PSU's related performance or market conditions. Stock-based compensation expense for PSUs with performance conditions is recognized when it is probable that the performance conditions will be achieved. For PSUs with market conditions, the market condition is reflected in the grant-date fair value of the award and the expense is recognized over the life of the award. Stock-compensation expense associated with the PSUs is as follows: Three Months Ended March 31, 2021 2020 Expense associated with the current period $ 1,099 $ 153 Expense due to reassessment of achievement related to prior periods — $ (617) Total expense $ 1,099 $ (464) Compensation Cost —The following table details, for each period indicated, our stock-based compensation, net of forfeitures, and the amount capitalized in internally developed software, each as included in our consolidated statements of comprehensive loss: Three Months Ended March 31, 2021 2020 Cost of revenue $ 2,978 $ 1,638 Technology and development (1) 5,761 3,648 Marketing 542 375 General and administrative 3,302 1,550 Total stock-based compensation $ 12,583 $ 7,211 |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stock | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stock | Net Loss per Share Attributable to Common Stock Net loss per share attributable to common stock is computed by dividing the net loss attributable to common stock by the weighted-average number of common shares outstanding. We have outstanding stock options, restricted stock units, options to purchase shares under our ESPP, convertible preferred stock, and convertible senior notes, which are considered in the calculation of diluted net income per share whenever doing so would be dilutive. We calculate basic and diluted net loss per share attributable to common stock in conformity with the two-class method required for companies with participating securities. We consider our convertible preferred stock to be participating securities. Under the two-class method, net loss attributable to common stock is not allocated to the preferred stock as its holders do not have a contractual obligation to share in losses, as discussed in Note 11. The calculation of basic and diluted net loss per share attributable to common stock was as follows: Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (35,784) $ (60,117) Dividends on convertible preferred stock (2,336) — Net loss attributable to common stock—basic and diluted $ (38,120) $ (60,117) Denominator: Weighted average shares—basic and diluted (1) 103,427,764 93,442,706 Net loss per share attributable to common stock—basic and diluted $ (0.37) $ (0.64) (1) Basic and diluted weighted average shares outstanding include (i) common stock earned but not yet issued related to share-based dividends on our convertible preferred stock, and (ii) restricted stock units that have vested but whose settlement into common stock were deferred at the option of certain non-employee directors. The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Three Months Ended March 31, 2021 2020 2023 notes as if converted (1) 778,297 — 2025 notes as if converted 9,119,960 — 2027 notes as if converted 5,346,000 — Convertible preferred stock as if converted 2,040,000 — Stock options outstanding (2) 5,063,462 7,028,719 Restricted stock units outstanding (2)(3) 3,862,964 4,681,875 Employee stock purchase plan 128,032 233,416 Total 26,338,715 11,944,010 (1) Includes $39 principal amount of 2023 notes with respect to which we received conversion requests by March 31, 2021. See Note 1. (2) Excludes 260,509 incremental PSUs and 150,000 incremental PSOs that could vest, assuming applicable performance criteria and market conditions are achieved at 200% of target, which is the maximum achievement level. See Note 12 for additional information regarding PSUs and PSOs. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our effective tax rate for the three months ended March 31, 2021 and 2020 was 0% as a result of our recording a full valuation allowance against the deferred tax assets. In determining the realizability of the net U.S. federal and state deferred tax assets, we consider numerous factors including historical profitability, estimated future taxable income, prudent and feasible tax planning strategies, and the industry in which we operate. Management reassesses the realization of the deferred tax assets each reporting period, which resulted in a valuation allowance against the full amount of our U.S. deferred tax assets for the three months ended March 31, 2021 and 2020. To the extent that the financial results of our U.S. operations improve in the future and the deferred tax assets become realizable, we will reduce the valuation allowance through earnings. Under Section 382 of the Internal Revenue Code of 1986, as amended, substantial changes in our ownership may limit the amount of net operating loss ("NOL") carryforwards that could be utilized annually in the future to offset taxable income. Any such annual limitation may significantly reduce the utilization of the NOLs before they expire. A Section 382 limitation study performed as of March 31, 2017 determined there was an ownership change in 2006 and $1,538 of the 2006 net operating loss is unavailable. As of December 31, 2020, we had accumulated approximately $227,751 of federal tax losses and approximately $12,576 (tax effected) of state net operating losses, and approximately $2,050 of foreign net operating losses. Federal net operating losses are available to offset federal taxable income and begin to expire in 2025. Federal net operating loss carryforwards of $142,420 generated after 2017 available to offset future U.S. federal taxable income over an indefinite period. Our material income tax jurisdiction is the United States (federal) and Canada (foreign). As a result of NOL carryforwards, we are subject to audit for all tax years for federal purposes. All tax years remain subject to examination in various other jurisdictions that are not material to our consolidated financial statements. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Warehouse Credit Facilities —To provide capital for the mortgage loans that it originates, Redfin Mortgage, our wholly owned mortgage origination subsidiary, utilizes warehouse credit facilities that are classified as current liabilities in our consolidated balance sheets. Borrowings under each warehouse credit facility are secured by the related mortgage loan and rights and income associated with the loan. The following table summarizes borrowings under these facilities as of the periods presented: March 31, 2021 December 31, 2020 Lender Borrowing Capacity Outstanding Borrowings Weighted Average Interest Rate on Outstanding Borrowings Borrowing Capacity Outstanding Borrowings Weighted Average Interest Rate on Outstanding Borrowings Western Alliance Bank $ 50,000 $ 15,853 3.25 % $ 50,000 $ 18,277 3.25 % Texas Capital Bank, N.A. 40,000 17,971 3.35 % 40,000 12,903 3.35 % Flagstar Bank, FSB $ 15,000 $ 6,839 3.00 % 15,000 7,849 3.00 % Total $ 105,000 $ 40,663 — $ 105,000 $ 39,029 — Borrowings under the facility with Western Alliance Bank ("Western Alliance") mature on June 15, 2021 and generally bear interest at a rate equal to the greater of (i) one-month LIBOR plus 2.00% or (ii) 3.25%. Redfin Corporation has agreed to make capital contributions in an amount as necessary for Redfin Mortgage to satisfy its adjusted tangible net worth financial covenant under the agreement, but it was not obligated to make any such capital contributions as of March 31, 2021. Borrowings under the facility with Texas Capital Bank, N.A. ("Texas Capital") mature on July 14, 2021 and generally bear interest at a rate equal to the greater of (i) the rate of interest accruing on the outstanding principal balance of the loan minus 0.25% or (ii) 3.35%. Redfin Corporation has guaranteed Redfin Mortgage’s obligations under the agreement. Borrowings under the facility with Flagstar Bank, FSB ("Flagstar") generally bear interest at a rate equal to the greater of (i) one-month LIBOR plus 2.00% or (ii) 3.00%. This facility does not have a stated maturity date, but Flagstar may terminate the facility upon 30 days prior notice. Redfin Mortgage would be required to pay all amounts owed to Flagstar upon the facility's termination. Secured Revolving Credit Facility —To provide capital for the homes that it purchases, RedfinNow has, through a special purpose entity called RedfinNow Borrower, entered into a secured revolving credit facility with Goldman Sachs Bank, N.A. ("Goldman Sachs"). Borrowings under the facility are secured by RedfinNow Borrower's assets, including the financed homes, as well as the equity interests in RedfinNow Borrower. The following table summarizes borrowings under this facility as of the periods presented: March 31, 2021 December 31, 2020 Lender Borrowing Capacity Outstanding Borrowings Weighted Average Interest Rate on Outstanding Borrowings Borrowing Capacity Outstanding Borrowings Weighted Average Interest Rate on Outstanding Borrowings Goldman Sachs Bank USA $ 125,000 $ 48,851 3.30 % $ 100,000 $ 23,949 4.40 % The facility matures on July 12, 2022, but we may extend the maturity date for an additional six months to repay outstanding borrowings. Goldman Sachs may, at its sole option, finance a portion of RedfinNow Borrower's acquisition costs of qualified homes that have been purchased. The portion financed is based, in part, on how long the qualifying home has been owned by a Redfin entity. Each new borrowing under the facility on and after January 12, 2021 generally bears interest at a rate of one-month LIBOR (subject to a floor of 0.30%) plus 3.00%. Outstanding borrowings originated before January 12, 2021 generally bears interest at a rate of one-month LIBOR (subject to a floor of 0.50%) plus an additional rate agreed upon between RedfinNow Borrower and Goldman Sachs. RedfinNow Borrower must repay all borrowings and accrued interest upon the termination of the facility, and it has the option to repay the borrowings, and the related interest, with respect to a specific financed home upon the sale of such home. In certain situations involving a financed home remaining unsold after a certain time period or becoming ineligible for financing under the facility, RedfinNow Borrower may be obligated to repay all or a portion of the borrowings, and related interest, with respect to such home prior to the sale of such home. In instances involving "bad acts," Redfin Corporation has guaranteed repayment of amounts owed under the facility, in some situations, and indemnification of certain expenses incurred, in other situations. As of March 31, 2021, RedfinNow Borrower had $141,067 of total assets, of which $92,914 related to inventory and $27,369 in cash and cash equivalents. As of December 31, 2020, RedfinNow Borrower had $65,191 of total assets, of which $47,620 related to inventory and $11,818 in cash and equivalents. For the three months ended March 31, 2021 and 2020, we amortized $86 and $154 of the debt issuance costs, respectively, and recognized $340 and $80 of interest expense, respectively. Convertible Senior Notes —We have issued convertible senior notes with the following characteristics: Issuance Maturity Date Stated Cash Interest Rate Effective Interest Rate First Interest Payment Date Semi-Annual Interest Payment Dates Conversion Rate 2023 notes July 15, 2023 1.75 % 2.45 % January 15, 2019 January 15; July 15 32.7332 2025 notes October 15, 2025 — % 0.42 % — — 13.7920 2027 notes April 1, 2027 0.50 % 0.91 % October 1, 2021 April 1; October 1 10.6920 We issued our 2023 notes on July 23, 2018, with an aggregate principal amount of $143,750. Subsequent to the issuance date, we repurchased or settled conversions of an aggregate of $119,973 of our 2023 notes. We issued our 2025 notes on October 20, 2020, with an aggregate principal amount of $661,250. We issued our 2027 notes on March 25, 2021, with an aggregate principal amount of $500,000. Our proceeds from the issuance, after deducting the initial purchasers' discount and offering expenses payable by us, were $488,234. The components of the convertible senior notes were as follows: March 31, 2021 Issuance Aggregate Principal Amount Unamortized Debt Discount Unamortized Debt Issuance Costs Net Carrying Amount 2023 notes $ 23,777 $ — $ 349 $ 23,428 2025 notes $ 661,250 $ — $ 12,537 $ 648,713 2027 notes $ 500,000 $ — $ 11,739 $ 488,261 December 31, 2020 Issuance Aggregate Principal Amount Unamortized Debt Discount Unamortized Debt Issuance Costs Net Carrying Amount 2023 notes $ 25,626 $ 2,776 $ 368 $ 22,482 2025 notes $ 661,250 $ 163,077 $ 9,905 $ 488,268 Three Months Ended March 31, 2021 March 31, 2020 2023 notes Contractual interest expense $ 104 $ 629 Amortization of debt discount — 1,390 Amortization of debt issuance costs 72 186 Total interest expense $ 176 $ 2,205 2025 notes Contractual interest expense $ — $ — Amortization of debt discount — — Amortization of debt issuance costs 690 — Total interest expense $ 690 $ — 2027 notes Contractual interest expense $ 35 $ — Amortization of debt discount — — Amortization of debt issuance costs 27 — Total interest expense $ 62 $ — Total Contractual interest expense $ 139 $ 629 Amortization of debt discount — 1,390 Amortization of debt issuance costs 789 186 Total interest expense $ 928 $ 2,205 Conversion of Our Convertible Senior Notes Prior to the conditional conversion date, a holder of each tranche of our convertible senior notes may convert its notes in multiples of $1,000 principal amount only if one or more of the conditions described below is satisfied. Following the conditional conversion date, a holder may convert its notes in such multiples without any conditions. The conditional conversion date is April 15, 2023 for our 2023 notes, July 15, 2025 for our 2025 notes, and January 1, 2027 for our 2027 notes. The conditions are: • during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day (with respect to our 2027 notes, this condition applies beginning with the quarter commencing July 1, 2021); • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the applicable notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such trading day • if we call any or all of the applicable notes for redemption, at any time prior to the close of business on the scheduled trading day prior to the redemption date; or • upon the occurrence of specified corporate events. With respect to our 2023 notes, the first condition described above was satisfied during the quarter ended March 31, 2021. As a result, our 2023 notes will be convertible at a holder's option during the quarter ending June 30, 2021, and have been classified as current liabilities on our consolidated balance sheet as of March 31, 2021. During the three months ended March 31, 2021, we settled conversion requests with respect to our 2023 notes with an aggregate principal amount of $1,849 using a combination of $1,886 cash and 36,980 shares. We also received additional conversion requests for aggregate principal amount of $39, which we will settle in the following quarter, pursuant to the indenture governing our 2023 notes. We intend to settle any future conversions of our convertible senior notes by paying or delivering, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. We apply the if-converted method to calculate diluted earnings per share when applicable. Under the if-converted method, the denominator of the diluted earnings per share calculation is adjusted to reflect the full number of common shares issuable upon conversion, while the numerator is adjusted to add back interest expense for the period. Classification of Our Convertible Senior Notes Historically, we had separated our 2023 notes and our 2025 notes into liability and equity components. With our adoption of ASU 2020-06 on January 1, 2021, this accounting treatment is no longer applicable. All of our convertible senior notes are now accounted for wholly as liabilities. See Note 1 for adoption information related to the new standard. The difference between the principal amount of the notes and the carrying amount represents the debt discount, which we record as a deduction from the debt liability in our consolidated balance sheets. This discount is amortized to interest expense using the effective interest method over the term of the notes. See Note 3 for fair value information related to our convertible senior notes. 2027 Capped Calls —In connection with the pricing of our 2027 notes, we entered into capped call transactions with certain counterparties (the “2027 capped calls”). The 2027 capped calls have initial strike prices of $93.53 per share and initial cap prices of $138.56 per share, in each case subject to certain adjustments. Conditions that cause adjustments to the initial strike price and initial cap price of the 2027 capped calls are similar to the conditions that result in corresponding adjustments to the conversion rate for our 2027 notes. The 2027 capped calls cover, subject to anti-dilution adjustments, 5,346,000 shares of our common stock and are generally intended to reduce or offset the potential dilution to our common stock upon any conversion of the 2027 notes, with such reduction or offset, as the case may be, subject to a cap based on the cap price. The 2027 capped calls are separate transactions, and not part of the terms of our 2027 notes. As these instruments meet certain accounting criteria, the 2027 capped calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $54,450 incurred in connection with the 2027 capped calls was recorded as a reduction to additional paid-in capital. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Closing of RentPath Acquisition —On April 2, 2021, we closed our acquisition of RentPath and paid $608,000 in cash in connection with the closing. This amount includes the release, to the Sellers, of $60,800 that we had previously deposited into an escrow account and reported in restricted cash as of March 31, 2021. We are currently in the process of determining the purchase price allocation and will record the estimated fair values when we have obtained and evaluated all required information. Additional 2027 Notes and Additional 2027 Capped Calls —On April 5, 2021 and pursuant to the initial purchasers exercise of their option to purchase additional 2027 notes, we issued additional 2027 notes with an aggregate principal amount of $75,000. Our proceeds from the issuance, after deducting the initial purchaser's discount and offering expenses payable by us, were $73,270. In connection with the initial purchasers' exercise of their option, we entered into additional 2027 capped calls on March 31, 2021 that settled on April 5, 2021. These additional capped calls cover 801,900 additional shares of our common stock, subject to anti-dilution adjustments. The cost of $8,168 incurred in connection with the additional 2027 capped calls was recorded as a reduction to additional paid-in capital. |
Summary of Accounting Policies
Summary of Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation —The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The financial information as of December 31, 2020 that is included in this quarterly report is derived from the audited consolidated financial statements and notes for the year ended December 31, 2020 included in Item 8 in our annual report for the year ended December 31, 2020. Such financial information should be read in conjunction with the notes and management’s discussion and analysis of the consolidated financial statements included in our annual report. The unaudited consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of March 31, 2021, the statements of comprehensive loss, statements of cash flows, and statements of changes in mezzanine equity and stockholders’ equity for the three months ended March 31, 2021 and 2020. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any interim period or for any other future year. Certain amounts presented in the prior period consolidated statements of cash flows have been reclassified to conform to the current period financial statement presentation. The change in classification does not affect previously reported cash flows from operating activities, investing activities or financing activities in the consolidated statements of cash flows. |
Principles of Consolidation | Principles of Consolidation —The unaudited consolidated interim financial statements include the accounts of Redfin Corporation and its wholly owned subsidiaries, including those entities in which we have a variable interest and of which we are the primary beneficiary. Intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates —The preparation of consolidated financial statements, in conformity with GAAP, requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the respective periods. Our estimates include, but are not limited to, valuation of deferred income taxes, stock-based compensation, net realizable value of inventory, capitalization of website and software development costs, the incremental borrowing rate for the determination of the present value of lease payments, recoverability of intangible assets with finite lives, fair value of our mortgage loans held for sale, fair value of interest rate lock commitments ("IRLCs") and forward sales commitments, fair value of reporting units for purposes of evaluating goodwill for impairment, current expected credit losses on certain financial assets, and the fair value of the convertible feature related to our convertible senior notes. The amounts ultimately realized from the affected assets or ultimately recognized as liabilities will depend on, among other factors, general business conditions and could differ materially in the near term from the carrying amounts reflected in the consolidated financial statements. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements —In August 2020, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance under ASU 2020-06. This guidance removes the liability and equity separation models for convertible instruments with a cash conversion feature or beneficial conversion feature. As a result, companies will more likely account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account). In addition, the guidance simplifies the settlement assessment that issuers perform to determine whether a contract in their own equity qualifies for equity classification. Finally, the guidance requires entities to use the if-converted method to calculate earnings per share for all convertible instruments. We early adopted ASU 2020-06 as of January 1, 2021 using the modified retrospective approach. The cumulative effect of initially applying the new standard was recognized as an adjustment to accumulated deficit. Upon the adoption of the new standard we recognized the following adjustments: Ending Balance as of December 31, 2020 ASU 2020-06 Adjustments Beginning Balance as of January 1, 2021 Convertible senior notes, net $ 22,482 $ 2,723 $ 25,205 Convertible senior notes, net, noncurrent 488,268 159,755 648,023 Additional paid-in capital 860,556 (170,240) 690,316 Accumulated deficit (270,313) 7,762 (262,551) The $7,762 adjustment to accumulated deficit represents a reduction to non-cash interest expense related to the accretion of the debt discount under the historical separation model. |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounting Standards Update and Change in Accounting Principle | Upon the adoption of the new standard we recognized the following adjustments: Ending Balance as of December 31, 2020 ASU 2020-06 Adjustments Beginning Balance as of January 1, 2021 Convertible senior notes, net $ 22,482 $ 2,723 $ 25,205 Convertible senior notes, net, noncurrent 488,268 159,755 648,023 Additional paid-in capital 860,556 (170,240) 690,316 Accumulated deficit (270,313) 7,762 (262,551) |
Segment Reporting and Revenue (
Segment Reporting and Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Information on each of the reportable and other segments and reconciliation to consolidated net loss is as follows: Three Months Ended March 31, 2021 2020 Real estate services Brokerage revenue $ 156,447 $ 102,351 Partner revenue 12,162 6,285 Total real estate services revenue 168,609 108,636 Cost of revenue 128,216 93,562 Gross profit 40,393 15,074 Properties Revenue 92,726 79,098 Cost of revenue 91,130 79,299 Gross profit 1,596 (201) Other Revenue 9,357 4,250 Cost of revenue 8,988 6,244 Gross profit 369 (1,994) Intercompany eliminations Revenue (2,373) (989) Cost of revenue (2,373) (989) Gross profit — — Consolidated Revenue 268,319 190,995 Cost of revenue 225,961 178,116 Gross profit 42,358 12,879 Operating expenses 76,871 70,309 Interest income 159 1,103 Interest expense (1,338) (2,444) Other income (expense), net (92) (1,346) Net loss $ (35,784) $ (60,117) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | Notional Amounts March 31, 2021 December 31, 2020 Forward sales commitments $ 105,107 $ 130,109 IRLCs 111,753 88,923 |
Derivative Instruments, Gain (Loss) | The locations and amounts of gains (losses) recognized in income related to our derivatives are as follows: Three Months Ended March 31, Instrument Classification 2021 2020 Forward sales commitments Service revenue $ 1,928 $ (1,571) IRLCs Service revenue 166 1,195 |
Schedule of Assets, Liabilities, and Equity Measured at Fair Value on a Recurring Basis | A summary of assets and liabilities related to our financial instruments, measured at fair value on a recurring basis and as reflected in our consolidated balance sheets, is set forth below: Balance at March 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash equivalents Money market funds $ 612,590 $ 612,590 $ — $ — U.S. treasury securities 4,912 4,912 — — Total cash equivalents 617,502 617,502 — — Short-term investments U.S. treasury securities 140,843 140,843 — — Loans held for sale 43,447 — 43,447 — Other current assets Forward sales commitments 1,465 — 1,465 — IRLCs 2,146 — — 2,146 Total other current assets 3,611 — 1,465 2,146 Long-term investments Agency bonds 6,906 6,906 — — Total assets $ 812,309 $ 765,251 $ 44,912 $ 2,146 Liabilities Accrued liabilities Forward sales commitments $ 10 $ — $ 10 $ — IRLCs 209 — — 209 Total liabilities $ 219 $ — $ 10 $ 209 Balance at December 31, 2020 Quoted Prices in Active Markets for Identical Assets Significant Significant Assets Cash equivalents Money market funds $ 886,261 $ 886,261 $ — $ — U.S. treasury securities 6,100 6,100 — — Total cash equivalents 892,361 892,361 — — Short-term investments U.S. treasury securities 131,561 131,561 — — Loans held for sale 42,539 — 42,539 — Other current assets Forward sales commitments 34 — 34 — IRLCs 1,781 — — 1,781 Total other current assets 1,815 — 34 1,781 Long-term investments Agency bonds 11,922 11,922 — — Total assets $ 1,080,198 $ 1,035,844 $ 42,573 $ 1,781 Liabilities Accrued liabilities Forward sales commitments $ 507 $ — $ 507 $ — IRLCs 10 — — 10 Total liabilities $ 517 $ — $ 507 $ 10 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The pull-through rate used to determine the fair value of IRLCs was as follows: Key Inputs Valuation Technique March 31, 2021 December 31, 2020 Weighted-average pull-through rate Market pricing 72.8% 72.3% |
Summary of Changes Fair Value Of Interest Rate Derivatives | The following is a summary of changes in the fair value of IRLCs for the three months ended March 31, 2021: Balance, net—January 1, 2021 $ 1,771 Issuances of IRLCs 5,504 Settlements of IRLCs (5,139) Net loss recognized in earnings (199) Balance, net—March 31, 2021 $ 1,937 Changes in fair value recognized during the period relating to assets still held at March 31, 2021 $ 166 |
Schedule of Long-term Debt | The following table presents the carrying amounts and estimated fair values of our 2023 notes, 2025 notes, and our 2027 notes that are not recorded at fair value on our consolidated balance sheets: March 31, 2021 December 31, 2020 Issuance Net Carrying Amount Estimated Fair Value Net Carrying Amount Estimated Fair Value 2023 notes $ 23,428 $ 53,683 $ 22,482 $ 59,894 2025 notes 648,713 772,651 488,268 802,083 2027 notes 488,261 510,340 — — March 31, 2021 December 31, 2020 Lender Borrowing Capacity Outstanding Borrowings Weighted Average Interest Rate on Outstanding Borrowings Borrowing Capacity Outstanding Borrowings Weighted Average Interest Rate on Outstanding Borrowings Western Alliance Bank $ 50,000 $ 15,853 3.25 % $ 50,000 $ 18,277 3.25 % Texas Capital Bank, N.A. 40,000 17,971 3.35 % 40,000 12,903 3.35 % Flagstar Bank, FSB $ 15,000 $ 6,839 3.00 % 15,000 7,849 3.00 % Total $ 105,000 $ 40,663 — $ 105,000 $ 39,029 — March 31, 2021 December 31, 2020 Lender Borrowing Capacity Outstanding Borrowings Weighted Average Interest Rate on Outstanding Borrowings Borrowing Capacity Outstanding Borrowings Weighted Average Interest Rate on Outstanding Borrowings Goldman Sachs Bank USA $ 125,000 $ 48,851 3.30 % $ 100,000 $ 23,949 4.40 % |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) | The cost or amortized cost, gross unrealized gains and losses, and estimated fair market value of our cash, money market funds, restricted cash, and available-for-sale investments were as follows: March 31, 2021 Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, Restricted Cash Short-term Investments Long-term Investments Cash $ 623,753 $ — $ — $ 623,753 $ 623,753 $ — $ — Money markets funds 612,590 — — 612,590 612,590 — — Restricted cash 101,790 — — 101,790 101,790 — — U.S. treasury securities 145,630 125 — 145,755 4,912 140,843 — Agency bonds 6,900 7 (1) 6,906 — — 6,906 Total $ 1,490,663 $ 132 $ (1) $ 1,490,794 $ 1,343,045 $ 140,843 $ 6,906 December 31, 2020 Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, Restricted Cash Short-term Investments Long-term Investments Cash $ 32,915 $ — $ — $ 32,915 $ 32,915 $ — $ — Money markets funds 886,261 — — 886,261 886,261 — — Restricted cash 20,544 — — 20,544 20,544 — — U.S. treasury securities 137,502 159 — 137,661 6,100 131,561 — Agency bonds 11,900 22 — 11,922 — — 11,922 Total $ 1,089,122 $ 181 $ — $ 1,089,303 $ 945,820 $ 131,561 $ 11,922 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The components of inventory were as follows: March 31, 2021 December 31, 2020 Properties for sale $ 43,428 $ 17,153 Properties not available for sale 14,515 7,225 Properties under improvement 39,428 24,780 Inventory $ 97,371 $ 49,158 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The components of property and equipment were as follows: Useful Lives (Years) March 31, 2021 December 31, 2020 Leasehold improvements Shorter of lease term or economic life $ 31,132 $ 29,558 Website and software development costs 2-3 35,308 33,278 Computer and office equipment 3 9,922 7,765 Software 3 1,871 1,858 Furniture 7 7,277 7,450 Property and equipment, gross 85,510 79,909 Accumulated depreciation and amortization (45,254) (41,614) Construction in progress 7,393 5,693 Property and equipment, net $ 47,649 $ 43,988 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense were as follows: Three Months Ended March 31, Lease Cost Classification 2021 2020 Operating lease cost: Operating lease cost (1) Cost of revenue $ 2,324 $ 2,138 Operating lease cost (1) Operating expenses 1,117 1,094 Total operating lease cost $ 3,441 $ 3,232 Finance lease cost: Amortization of right-of-use assets Cost of revenue $ 56 $ 17 Interest on lease liabilities Cost of revenue 9 $ 3 Total finance lease cost $ 65 $ 20 (1) Includes lease expense with initial terms of twelve months or less of $271 and $226 for the three months ended March 31, 2021 and 2020, respectively. Lease Term and Discount Rate March 31, 2021 December 31, 2020 Weighted average remaining operating lease term (years) 5.3 5.2 Weighted average remaining finance lease term (years) 3.3 3.5 Weighted average discount rate for operating leases 4.5 % 4.4 % Weighted average discount rate for finance leases 5.4 % 5.4 % Three Months Ended March 31, Supplemental Cash Flow Information 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,643 $ 3,464 Operating cash flows from finance leases 9 3 Financing cash flows from finance leases 45 12 Right of use assets obtained in exchange for lease liabilities Operating leases $ 6,247 $ 223 Finance leases 39 — |
Lessee, Operating Lease, Liability, Maturity | Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2021, excluding the three months ended March 31, 2021 $ 11,267 $ 163 $ 369 $ 11,799 2022 14,475 217 14 14,706 2023 13,442 204 — 13,646 2024 12,039 110 — 12,149 2025 8,881 — — 8,881 Thereafter 13,384 — — 13,384 Total lease payments $ 73,488 $ 694 $ 383 $ 74,565 Less: Interest (1) 8,181 57 Present value of lease liabilities $ 65,307 $ 637 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments | Future payments due under these agreements as of March 31, 2021 are as follows: Other Commitments 2021, excluding the three months ended March 31, 2021 $ 141,866 2022 8,956 2023 1,849 2024 807 2025 and thereafter 36 Total future minimum payments $ 153,514 |
Acquired Intangible Assets (Tab
Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The components of intangible assets were as follows: March 31, 2021 December 31, 2020 Useful Lives (Years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Trade names 10 $ 1,040 $ (676) $ 364 $ 1,040 $ (650) $ 390 Developed technology 10 2,980 (1,937) 1,043 2,980 (1,862) 1,118 Customer relationships 10 860 (559) 301 860 (538) 322 Total $ 4,880 $ (3,172) $ 1,708 $ 4,880 $ (3,050) $ 1,830 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The components of accrued liabilities were as follows: March 31, 2021 December 31, 2020 Accrued compensation and benefits $ 54,498 $ 49,238 Miscellaneous accrued liabilities 10,969 9,722 Payroll tax liability deferred by the CARES Act 6,812 6,812 Customer contract liabilities 3,475 3,688 Total accrued liabilities $ 75,754 $ 69,460 |
Other Payables (Tables)
Other Payables (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Other Payables | The components of other payables were as follows: March 31, 2021 December 31, 2020 Customer deposits $ 17,704 $ 11,183 Miscellaneous payables 1,413 2,001 Total other payables $ 19,117 $ 13,184 |
Equity and Equity Compensatio_2
Equity and Equity Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Reserved Shares of Common Stock | We have reserved shares of common stock for future issuance under our 2017 EIP as follows: March 31, 2021 December 31, 2020 Stock options issued and outstanding 5,063,462 5,733,738 Restricted stock units outstanding 3,879,392 4,459,743 Shares available for future equity grants 16,796,584 11,309,377 Total shares reserved for future issuance 25,739,438 21,502,858 We have reserved shares of common stock for future issuance under our ESPP as follows: Three Months Ended March 31, 2021 Year Ended December 31, 2020 Shares available for issuance at beginning of period 4,039,667 3,330,271 Shares issued during the period — (320,609) Total shares available for future issuance at end of period 4,039,667 3,009,662 |
Schedule of Stock Option Activity | Option activity for the three months ended March 31, 2021 was as follows: Number of Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding as of January 1, 2021 5,733,738 $ 7.23 4.39 $ 352,076 Options exercised (670,050) 5.17 Options forfeited (223) 10.80 Options expired (3) 8.61 Outstanding as of March 31, 2021 5,063,462 7.50 4.28 299,210 Options exercisable as of March 31, 2021 4,891,618 6.87 4.15 292,128 |
Schedule of Nonvested Restricted Stock Units Activity | Restricted stock unit activity for the three months ended March 31, 2021 was as follows: Restricted Stock Units Weighted Average Grant-Date Fair Value Outstanding as of January 1, 2021 4,459,743 $ 27.44 Granted 76,942 59.84 Vested (1) (357,737) 20.97 Forfeited or canceled (299,556) 22.77 Outstanding or deferred as of March 31, 2021 (1) 3,879,392 $ 29.04 (1) Starting with the restricted stock units granted to them in June 2019, our non-employee directors have the option to defer the issuance of common stock receivable upon vesting of such restricted stock units until 60 days following the day they are no longer providing services to us or, if earlier, upon a change in control transaction. The amount reported as vested excludes restricted stock units that have vested but whose settlement into shares have been deferred. The amount reported as outstanding or deferred as of March 31, 2021 includes these restricted stock units. As no further conditions exist to prevent the issuance of the shares of common stock underlying these restricted stock units, the shares are included in basic and diluted weighted shares outstanding used to calculate net loss per share attributable to common stock. The amount of shares whose issuance have been deferred is not considered material and is not reported separately from stock-based compensation in our consolidated statements of changes in mezzanine equity and stockholders’ equity. |
Schedule of Allocation of Share-based Compensation Costs | Stock-compensation expense associated with the PSUs is as follows: Three Months Ended March 31, 2021 2020 Expense associated with the current period $ 1,099 $ 153 Expense due to reassessment of achievement related to prior periods — $ (617) Total expense $ 1,099 $ (464) Three Months Ended March 31, 2021 2020 Cost of revenue $ 2,978 $ 1,638 Technology and development (1) 5,761 3,648 Marketing 542 375 General and administrative 3,302 1,550 Total stock-based compensation $ 12,583 $ 7,211 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The calculation of basic and diluted net loss per share attributable to common stock was as follows: Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (35,784) $ (60,117) Dividends on convertible preferred stock (2,336) — Net loss attributable to common stock—basic and diluted $ (38,120) $ (60,117) Denominator: Weighted average shares—basic and diluted (1) 103,427,764 93,442,706 Net loss per share attributable to common stock—basic and diluted $ (0.37) $ (0.64) (1) Basic and diluted weighted average shares outstanding include (i) common stock earned but not yet issued related to share-based dividends on our convertible preferred stock, and (ii) restricted stock units that have vested but whose settlement into common stock were deferred at the option of certain non-employee directors. |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Three Months Ended March 31, 2021 2020 2023 notes as if converted (1) 778,297 — 2025 notes as if converted 9,119,960 — 2027 notes as if converted 5,346,000 — Convertible preferred stock as if converted 2,040,000 — Stock options outstanding (2) 5,063,462 7,028,719 Restricted stock units outstanding (2)(3) 3,862,964 4,681,875 Employee stock purchase plan 128,032 233,416 Total 26,338,715 11,944,010 (1) Includes $39 principal amount of 2023 notes with respect to which we received conversion requests by March 31, 2021. See Note 1. (2) Excludes 260,509 incremental PSUs and 150,000 incremental PSOs that could vest, assuming applicable performance criteria and market conditions are achieved at 200% of target, which is the maximum achievement level. See Note 12 for additional information regarding PSUs and PSOs. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The following table presents the carrying amounts and estimated fair values of our 2023 notes, 2025 notes, and our 2027 notes that are not recorded at fair value on our consolidated balance sheets: March 31, 2021 December 31, 2020 Issuance Net Carrying Amount Estimated Fair Value Net Carrying Amount Estimated Fair Value 2023 notes $ 23,428 $ 53,683 $ 22,482 $ 59,894 2025 notes 648,713 772,651 488,268 802,083 2027 notes 488,261 510,340 — — March 31, 2021 December 31, 2020 Lender Borrowing Capacity Outstanding Borrowings Weighted Average Interest Rate on Outstanding Borrowings Borrowing Capacity Outstanding Borrowings Weighted Average Interest Rate on Outstanding Borrowings Western Alliance Bank $ 50,000 $ 15,853 3.25 % $ 50,000 $ 18,277 3.25 % Texas Capital Bank, N.A. 40,000 17,971 3.35 % 40,000 12,903 3.35 % Flagstar Bank, FSB $ 15,000 $ 6,839 3.00 % 15,000 7,849 3.00 % Total $ 105,000 $ 40,663 — $ 105,000 $ 39,029 — March 31, 2021 December 31, 2020 Lender Borrowing Capacity Outstanding Borrowings Weighted Average Interest Rate on Outstanding Borrowings Borrowing Capacity Outstanding Borrowings Weighted Average Interest Rate on Outstanding Borrowings Goldman Sachs Bank USA $ 125,000 $ 48,851 3.30 % $ 100,000 $ 23,949 4.40 % |
Convertible Debt | We have issued convertible senior notes with the following characteristics: Issuance Maturity Date Stated Cash Interest Rate Effective Interest Rate First Interest Payment Date Semi-Annual Interest Payment Dates Conversion Rate 2023 notes July 15, 2023 1.75 % 2.45 % January 15, 2019 January 15; July 15 32.7332 2025 notes October 15, 2025 — % 0.42 % — — 13.7920 2027 notes April 1, 2027 0.50 % 0.91 % October 1, 2021 April 1; October 1 10.6920 We issued our 2023 notes on July 23, 2018, with an aggregate principal amount of $143,750. Subsequent to the issuance date, we repurchased or settled conversions of an aggregate of $119,973 of our 2023 notes. We issued our 2025 notes on October 20, 2020, with an aggregate principal amount of $661,250. We issued our 2027 notes on March 25, 2021, with an aggregate principal amount of $500,000. Our proceeds from the issuance, after deducting the initial purchasers' discount and offering expenses payable by us, were $488,234. The components of the convertible senior notes were as follows: March 31, 2021 Issuance Aggregate Principal Amount Unamortized Debt Discount Unamortized Debt Issuance Costs Net Carrying Amount 2023 notes $ 23,777 $ — $ 349 $ 23,428 2025 notes $ 661,250 $ — $ 12,537 $ 648,713 2027 notes $ 500,000 $ — $ 11,739 $ 488,261 December 31, 2020 Issuance Aggregate Principal Amount Unamortized Debt Discount Unamortized Debt Issuance Costs Net Carrying Amount 2023 notes $ 25,626 $ 2,776 $ 368 $ 22,482 2025 notes $ 661,250 $ 163,077 $ 9,905 $ 488,268 |
Interest Income and Interest Expense Disclosure | Three Months Ended March 31, 2021 March 31, 2020 2023 notes Contractual interest expense $ 104 $ 629 Amortization of debt discount — 1,390 Amortization of debt issuance costs 72 186 Total interest expense $ 176 $ 2,205 2025 notes Contractual interest expense $ — $ — Amortization of debt discount — — Amortization of debt issuance costs 690 — Total interest expense $ 690 $ — 2027 notes Contractual interest expense $ 35 $ — Amortization of debt discount — — Amortization of debt issuance costs 27 — Total interest expense $ 62 $ — Total Contractual interest expense $ 139 $ 629 Amortization of debt discount — 1,390 Amortization of debt issuance costs 789 186 Total interest expense $ 928 $ 2,205 |
Summary of Accounting Policie_2
Summary of Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accumulated deficit | $ (298,335) | $ (262,551) | $ (270,313) |
1.75% Convertible Senior Notes due 2023 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Debt conversion | $ 39 | ||
Revision of Prior Period, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accumulated deficit | $ 7,762 |
Summary of Accounting Policie_3
Summary of Accounting Policies - Schedule of New Accounting Pronouncements & Changes in Accounting Principle (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Convertible senior notes, net | $ 23,428 | $ 25,205 | $ 22,482 |
Convertible senior notes, net, noncurrent | 1,136,974 | 648,023 | 488,268 |
Additional paid-in capital | 641,702 | 690,316 | 860,556 |
Accumulated deficit | $ (298,335) | (262,551) | $ (270,313) |
Revision of Prior Period, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Convertible senior notes, net | 2,723 | ||
Convertible senior notes, net, noncurrent | 159,755 | ||
Additional paid-in capital | (170,240) | ||
Accumulated deficit | $ 7,762 |
Segment Reporting and Revenue -
Segment Reporting and Revenue - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021complaint | |
Segment Reporting [Abstract] | |
Number of operating segments | 5 |
Number of reportable segments | 2 |
Segment Reporting and Revenue_2
Segment Reporting and Revenue - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | $ 268,319 | $ 190,995 |
Cost of revenue | 225,961 | 178,116 |
Gross profit | 42,358 | 12,879 |
Operating expenses | 76,871 | 70,309 |
Interest income | 159 | 1,103 |
Interest expense | (1,338) | (2,444) |
Other income (expense), net | (92) | (1,346) |
Net loss | (35,784) | (60,117) |
Operating Segments | Real estate services | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 168,609 | 108,636 |
Cost of revenue | 128,216 | 93,562 |
Gross profit | 40,393 | 15,074 |
Operating Segments | Properties | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 92,726 | 79,098 |
Cost of revenue | 91,130 | 79,299 |
Gross profit | 1,596 | (201) |
Other revenue | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 9,357 | 4,250 |
Cost of revenue | 8,988 | 6,244 |
Gross profit | 369 | (1,994) |
Intercompany eliminations | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Cost of revenue | (2,373) | (989) |
Gross profit | 0 | 0 |
Brokerage revenue | Operating Segments | Real estate services | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 156,447 | 102,351 |
Partner revenue | Operating Segments | Real estate services | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | $ 12,162 | $ 6,285 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share price (in dollars per share) | $ 66.59 | |
Accrued interest | $ 44,000 | $ 108,000 |
Available-for-sale, credit loss | $ 0 | $ 0 |
Interest Rate Lock Commitments | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Loan commitments, term | 30 days | |
Interest Rate Lock Commitments | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Loan commitments, term | 90 days | |
1.75% Convertible Senior Notes due 2023 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Aggregated principal amount | $ 23,777,000 | |
0% Convertible Senior Notes due 2025 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Aggregated principal amount | 661,250,000 | |
0.5% Convertible Senior Notes Due 2027 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Aggregated principal amount | $ 500,000,000 |
Financial Instruments - Notiona
Financial Instruments - Notional Amounts of Derivatives (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Forward sales commitments | ||
Derivative [Line Items] | ||
Notional Amounts | $ 105,107 | $ 130,109 |
IRLCs | ||
Derivative [Line Items] | ||
Notional Amounts | $ 111,753 | $ 88,923 |
Financial Instruments - Amounts
Financial Instruments - Amounts of gains/(losses) recognized in income (Details) - Service revenue - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Forward sales commitments | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Net gain recognized in earnings | $ 1,928 | $ (1,571) |
IRLCs | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Net gain recognized in earnings | $ 166 | $ 1,195 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Assets, Liabilities, and Equity Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash equivalents | $ 617,502 | $ 892,361 |
U.S. treasury securities | 140,843 | 131,561 |
Loans held for sale | 43,447 | 42,539 |
Other current assets | 3,611 | 1,815 |
Long-term investments | 6,906 | 11,922 |
Total assets | 812,309 | 1,080,198 |
Liabilities | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 219 | 517 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash equivalents | 617,502 | 892,361 |
Loans held for sale | 0 | 0 |
Other current assets | 0 | 0 |
Total assets | 765,251 | 1,035,844 |
Liabilities | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Loans held for sale | 43,447 | 42,539 |
Other current assets | 1,465 | 34 |
Total assets | 44,912 | 42,573 |
Liabilities | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 10 | 507 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Loans held for sale | 0 | 0 |
Other current assets | 2,146 | 1,781 |
Total assets | 2,146 | 1,781 |
Liabilities | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 209 | 10 |
Money market funds | ||
Assets | ||
Cash equivalents | 612,590 | 886,261 |
Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash equivalents | 612,590 | 886,261 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Money market funds | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Cash equivalents | 0 | 0 |
U.S. treasury securities | ||
Assets | ||
Cash equivalents | 4,912 | 6,100 |
U.S. treasury securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash equivalents | 4,912 | 6,100 |
U.S. treasury securities | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Cash equivalents | 0 | 0 |
U.S. treasury securities | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Agency bonds | ||
Assets | ||
U.S. treasury securities | 0 | 0 |
Long-term investments | 6,906 | 11,922 |
Agency bonds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Long-term investments | 6,906 | 11,922 |
Agency bonds | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Long-term investments | 0 | 0 |
Agency bonds | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Long-term investments | 0 | 0 |
U.S. treasury securities | ||
Assets | ||
U.S. treasury securities | 140,843 | 131,561 |
Long-term investments | 0 | 0 |
U.S. treasury securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
U.S. treasury securities | 140,843 | 131,561 |
U.S. treasury securities | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
U.S. treasury securities | 0 | 0 |
U.S. treasury securities | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
U.S. treasury securities | 0 | 0 |
IRLCs | ||
Assets | ||
Other current assets | 2,146 | 34 |
Liabilities | ||
Derivative Liability | 209 | 10 |
IRLCs | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Other current assets | 0 | 0 |
Liabilities | ||
Derivative Liability | 0 | 0 |
IRLCs | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Other current assets | 0 | 34 |
Liabilities | ||
Derivative Liability | 0 | 0 |
IRLCs | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Other current assets | 2,146 | 0 |
Liabilities | ||
Derivative Liability | 209 | 10 |
Forward sales commitments | ||
Assets | ||
Other current assets | 1,465 | 1,781 |
Liabilities | ||
Derivative Liability | 10 | 507 |
Forward sales commitments | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Other current assets | 0 | 0 |
Liabilities | ||
Derivative Liability | 0 | 0 |
Forward sales commitments | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Other current assets | 1,465 | 0 |
Liabilities | ||
Derivative Liability | 10 | 507 |
Forward sales commitments | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Other current assets | 0 | 1,781 |
Liabilities | ||
Derivative Liability | $ 0 | $ 0 |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value Measurement Inputs and Valuation Techniques (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
IRLCs | Measurement Input, Weighted Average Pull Through Rate | Marketing pricing | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input | 0.728 | 0.723 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Changes in the Fair Value of IRLCs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Changes of fair value of interest rate lock commitments [Roll Forward] | |
Balance, net—January 1, 2021 | $ 1,771 |
Issuances of IRLCs | 5,504 |
Settlements of IRLCs | (5,139) |
Net loss recognized in earnings | (199) |
Balance, net—March 31, 2021 | 1,937 |
Changes in fair value recognized during the period relating to assets still held at March 31, 2021 | $ 166 |
Financial Instruments - Carryin
Financial Instruments - Carrying Amounts and Estimated Fair Values of Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
1.75% Convertible Senior Notes due 2023 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Net Carrying Amount | $ 23,428 | $ 22,482 |
Estimated Fair Value | 53,683 | 59,894 |
0% Convertible Senior Notes due 2025 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Net Carrying Amount | 648,713 | 488,268 |
Estimated Fair Value | 772,651 | 802,083 |
0.5% Convertible Senior Notes Due 2027 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Net Carrying Amount | 488,261 | 0 |
Estimated Fair Value | $ 510,340 | $ 0 |
Financial Instruments - Investm
Financial Instruments - Investments in Debt and Marketable Equity Securities Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Cost or Amortized Cost | ||||
Cash and cash equivalents, at carrying value | $ 1,241,255 | $ 925,276 | ||
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | 1,343,045 | 945,820 | $ 230,712 | $ 247,448 |
Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Restricted cash | 101,790 | 20,544 | ||
Cash, cash equivalents, and available-for-sale debt securities, amortized cost | 1,490,663 | 1,089,122 | ||
Unrealized Gains (Losses) | ||||
Unrealized Gains | 132 | 181 | ||
Unrealized Losses | (1) | 0 | ||
Estimated Fair Value | ||||
Cash equivalents | 617,502 | 892,361 | ||
Cash, cash equivalents, and available-for-sale debt securities | 1,490,794 | 1,089,303 | ||
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | 1,343,045 | 945,820 | ||
Short-term Investments | ||||
Short-term Investments | 140,843 | 131,561 | ||
Long-term Investments | ||||
Long-term investments | 6,906 | 11,922 | ||
U.S. treasury securities | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Debt securities, available-for-sale, amortized cost | 145,630 | 137,502 | ||
Unrealized Gains (Losses) | ||||
Unrealized Gains | 125 | 159 | ||
Unrealized Losses | 0 | 0 | ||
Estimated Fair Value | ||||
Debt securities, available-for-sale | 145,755 | 137,661 | ||
Short-term Investments | ||||
Short-term Investments | 140,843 | 131,561 | ||
Long-term Investments | ||||
Long-term investments | 0 | 0 | ||
Agency bonds | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Debt securities, available-for-sale, amortized cost | 6,900 | 11,900 | ||
Unrealized Gains (Losses) | ||||
Unrealized Gains | 7 | 22 | ||
Unrealized Losses | (1) | 0 | ||
Estimated Fair Value | ||||
Debt securities, available-for-sale | 6,906 | 11,922 | ||
Short-term Investments | ||||
Short-term Investments | 0 | 0 | ||
Long-term Investments | ||||
Long-term investments | 6,906 | 11,922 | ||
Cash | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Cash and cash equivalents, at carrying value | 623,753 | 32,915 | ||
Estimated Fair Value | ||||
Cash equivalents | 623,753 | 32,915 | ||
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | 623,753 | 32,915 | ||
Money markets funds | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Cash and cash equivalents, at carrying value | 612,590 | 886,261 | ||
Estimated Fair Value | ||||
Cash equivalents | 612,590 | 886,261 | ||
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | 612,590 | 886,261 | ||
U.S. treasury securities | Fair Value, Measurements, Recurring | ||||
Estimated Fair Value | ||||
Cash equivalents | 4,912 | 6,100 | ||
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | $ 4,912 | $ 6,100 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |||
Properties for sale | $ 43,428 | $ 17,153 | |
Properties not available for sale | 14,515 | 7,225 | |
Properties under improvement | 39,428 | 24,780 | |
Inventory | 97,371 | 49,158 | |
Lower of cost or net realizable value write-downs | 112 | $ 29 | |
Additions | 120,488 | $ 65,167 | |
Homes sold | $ 74,598 | $ 68,083 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ (45,254) | $ (41,614) |
Property and equipment, net | 47,649 | 43,988 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 31,132 | 29,558 |
Website and software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 35,308 | 33,278 |
Website and software development costs | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 2 years | |
Website and software development costs | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 3 years | |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 3 years | |
Property and equipment, gross | $ 9,922 | 7,765 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 3 years | |
Property and equipment, gross | $ 1,871 | 1,858 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 7 years | |
Property and equipment, gross | $ 7,277 | 7,450 |
Property and equipment, gross | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 85,510 | 79,909 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,393 | $ 5,693 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 4,219 | $ 3,186 |
Capitalized Computer Software, Additions | $ 3,365 | $ 2,677 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Mar. 31, 2021 |
Vehicles | |
Lessee, Lease, Description [Line Items] | |
Finance lease term | 4 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 11 years |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Leased Assets [Line Items] | ||
Operating lease cost | $ 3,441 | $ 3,232 |
Total finance lease cost | 65 | 20 |
Short-term lease cost | 271 | 226 |
Cost of revenue | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | 2,324 | 2,138 |
Finance lease, right-of-use asset, amortization | 56 | 17 |
Finance lease, interest expense | 9 | 3 |
Operating expenses | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | $ 1,117 | $ 1,094 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Operating leases | |
2021, excluding the three months ended March 31, 2021 | $ 11,267 |
2022 | 14,475 |
2023 | 13,442 |
2024 | 12,039 |
2025 | 8,881 |
Thereafter | 13,384 |
Total lease payments | 73,488 |
Less: Interest | 8,181 |
Present value of lease liabilities | 65,307 |
Finance leases | |
2021, excluding the three months ended March 31, 2021 | 163 |
2022 | 217 |
2023 | 204 |
2024 | 110 |
2025 | 0 |
Thereafter | 0 |
Total lease payments | 694 |
Less: Interest | 57 |
Present value of lease liabilities | 637 |
Other Leases | |
2021, excluding the three months ended March 31, 2021 | 369 |
2022 | 14 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total lease payments | 383 |
Total Lease Obligations | |
2021, excluding the three months ended March 31, 2021 | 11,799 |
2022 | 14,706 |
2023 | 13,646 |
2024 | 12,149 |
2025 | 8,881 |
Thereafter | 13,384 |
Total lease payments | 74,565 |
Operating lease, capitalized interest expense | 2,601 |
Financing lease, capitalized interest expense | $ 29 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining operating lease term (years) | 5 years 3 months 18 days | 5 years 2 months 12 days |
Weighted average remaining finance lease term (years) | 3 years 3 months 18 days | 3 years 6 months |
Weighted average discount rate for operating leases | 4.50% | 4.40% |
Weighted average discount rate for finance leases | 5.40% | 5.40% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 3,643 | $ 3,464 |
Operating cash flows from finance leases | 9 | 3 |
Financing cash flows from finance leases | 45 | 12 |
Right of use assets obtained in exchange for lease liabilities | ||
Operating leases | 6,247 | 223 |
Finance leases | $ 39 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - Employment Claim - Subsequent Event | Apr. 06, 2021employee |
Debt Instrument [Line Items] | |
Number Of Former Employees | 2 |
Number Of Current Employees | 1 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Payments (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Other Commitments | |
2021, excluding the three months ended March 31, 2021 | $ 141,866 |
2022 | 8,956 |
2023 | 1,849 |
2024 | 807 |
2025 and thereafter | 36 |
Total future minimum payments | $ 153,514 |
Acquired Intangible Assets - Sc
Acquired Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 4,880 | $ 4,880 |
Accumulated Amortization | (3,172) | (3,050) |
Net | $ 1,708 | 1,830 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 10 years | |
Gross | $ 1,040 | 1,040 |
Accumulated Amortization | (676) | (650) |
Net | $ 364 | 390 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 10 years | |
Gross | $ 2,980 | 2,980 |
Accumulated Amortization | (1,937) | (1,862) |
Net | $ 1,043 | 1,118 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 10 years | |
Gross | $ 860 | 860 |
Accumulated Amortization | (559) | (538) |
Net | $ 301 | $ 322 |
Acquired Intangible Assets - Na
Acquired Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization | $ 122 | $ 122 | |
Amortization expense | 1,708 | $ 1,830 | |
Amortization expense | 488 | ||
Amortization expense year two | 488 | ||
Amortization expense year three | 488 | ||
Expected amortization | $ 366 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 54,498 | $ 49,238 |
Miscellaneous accrued liabilities | 10,969 | 9,722 |
Accrued Payroll Taxes, Current, CARES Act | 6,812 | 6,812 |
Contract with Customer, Liability | 3,475 | 3,688 |
Accrued liabilities | $ 75,754 | $ 69,460 |
Other Payables (Details)
Other Payables (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Customer deposits | $ 17,704 | $ 11,183 |
Miscellaneous payables | 1,413 | 2,001 |
Total other payables | $ 19,117 | $ 13,184 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) | Apr. 01, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)tradingDay$ / sharesshares | Dec. 31, 2020USD ($) |
Temporary Equity [Line Items] | |||
Stock issued during period | $ 110,000,000 | ||
Carrying value of convertible preferred stock | $ 39,834,000 | $ 39,823,000 | |
Temporary equity, dividends (in shares) | shares | 30,640 | ||
Convertible preferred stock, shares issued upon conversion (in shares) | shares | 2,622,177 | ||
Preferred stock, dividend rate | 0.055% | ||
Preferred stock, dividend rate (in dollars per share) | $ / shares | $ 17.95 | ||
Conversion price ratio denominator | $ 19.51 | ||
Conversion stock price trigger (in dollars per share) | $ / shares | $ 27.32 | ||
Threshold consecutive trading days | tradingDay | 30 | ||
Common Stock | |||
Temporary Equity [Line Items] | |||
Stock issued during period shares new issues (in shares) | shares | 4,484,305 | ||
Shares issued price per share (in dollar per share) | $ / shares | $ 15.61 | ||
Series A Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Stock issued during period shares new issues (in shares) | shares | 40,000 | ||
Shares issued price per share (in dollar per share) | $ / shares | $ 1,000 | ||
Stock issued during period | $ 40,000,000 | ||
Carrying value of convertible preferred stock | $ 39,834,000 | $ 39,823,000 |
Equity and Equity Compensatio_3
Equity and Equity Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2019 | Jul. 27, 2017 | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 26, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Temporary equity, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||
Temporary equity, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Unrecognized stock-based compensation, options | $ 480 | ||||
2004 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected life | 10 years | ||||
Award vesting period | 4 years | ||||
2017 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved (in shares) | 25,739,438 | 21,502,858 | 7,898,159 | ||
Expected life | 10 years | ||||
Percentage of common stock, outstanding | 5.00% | ||||
Restricted stock units outstanding (in shares) | 3,879,392 | 4,459,743 | |||
2017 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved (in shares) | 4,039,667 | 3,009,662 | |||
Employee stock | 2004 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved (in shares) | 0 | ||||
Employee stock | 2017 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved (in shares) | 1,600,000 | ||||
Percentage of common stock, outstanding | 1.00% | ||||
Purchase price of common stock, percentage of market price of common stock | 85.00% | ||||
Performance Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units outstanding (in shares) | 260,509 | ||||
Achievement percentage of performance conditions | 100.00% | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation | $ 102,465 | ||||
Restricted stock units outstanding (in shares) | 3,879,392 | 4,459,743 | |||
Unrecognized compensation expense, period for recognition | 2 years 5 months 12 days | ||||
Share-based Payment Arrangement, Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense, period for recognition | 8 months 1 day | ||||
Chief Executive Officer | Performance Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 150,000 | ||||
Options granted (in dollars per share) | $ 27.50 | ||||
Maximum | 2017 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Maximum | Performance Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of target amount | 200.00% | ||||
Maximum | Chief Executive Officer | Performance Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 300,000 | ||||
Options vested (in shares) | 0 | ||||
Minimum | 2017 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
Minimum | Performance Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of target amount | 0.00% |
Equity and Equity Compensatio_4
Equity and Equity Compensation Plans - Summary of Common Stock Reserved for Future Issuance: 2017 EIP (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 26, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options issued and outstanding options (in shares) | 5,063,462 | 5,733,738 | |
Equity Incentive Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options issued and outstanding options (in shares) | 5,063,462 | 5,733,738 | |
Restricted stock units issued and outstanding or deferred (in shares) | 3,879,392 | 4,459,743 | |
Shares available for future equity grants (in shares) | 16,796,584 | 11,309,377 | |
Total shares reserved for future issuance (in shares) | 25,739,438 | 21,502,858 | 7,898,159 |
Equity and Equity Compensatio_5
Equity and Equity Compensation Plans - Summary of Common Stock Reserved for Future Issuance: 2017 ESPP (Details) - 2017 Employee Stock Purchase Plan - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for issuance at beginning of period (in shares) | 4,039,667 | 3,330,271 |
Shares issued during the period (in shares) | 0 | (320,609) |
Total shares reserved for future issuance (in shares) | 4,039,667 | 3,009,662 |
Equity and Equity Compensatio_6
Equity and Equity Compensation Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Outstanding, beginning balance (in shares) | 5,733,738 | |
Options exercised (in shares) | (670,050) | |
Options forfeited (in shares) | (223) | |
Options canceled (in shares) | (3) | |
Outstanding, ending balance (in shares) | 5,063,462 | 5,733,738 |
Options exercisable at period end (in shares) | 4,891,618 | |
Weighted- Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 7.23 | |
Options exercised (in dollars per share) | 5.17 | |
Options forfeited (in dollars per share) | 10.80 | |
Options canceled (in dollars per share) | 8.61 | |
Outstanding, ending balance (in dollars per share) | 7.50 | $ 7.23 |
Options exercisable at period end (in dollars per share) | $ 6.87 | |
Weighted-Average Remaining Contractual Life (Years) | ||
Weighted average remaining contractual life outstanding | 4 years 3 months 10 days | 4 years 4 months 20 days |
Weighted average remaining contractual life exercisable | 4 years 1 month 24 days | |
Aggregate Intrinsic Value | ||
Options outstanding, Aggregate intrinsic value | $ 299,210 | $ 352,076 |
Options exercisable, Aggregate intrinsic value | $ 292,128 |
Equity and Equity Compensatio_7
Equity and Equity Compensation Plans - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Restricted Stock Units | |
Unvested outstanding at beginning of period (in shares) | shares | 4,459,743 |
Granted (in shares) | shares | 76,942 |
Vested (in shares) | shares | (357,737) |
Forfeited or canceled (in shares) | shares | (299,556) |
Unvested outstanding at end of period (in shares) | shares | 3,879,392 |
Weighted Average Grant-Date Fair Value | |
Unvested outstanding at beginning of period (in dollars per share) | $ / shares | $ 27.44 |
Granted (in dollars per share) | $ / shares | 59.84 |
Vested (in dollars per share) | $ / shares | 20.97 |
Forfeited or canceled (in dollars per share) | $ / shares | 22.77 |
Unvested outstanding at end of period (in dollars per share) | $ / shares | $ 29.04 |
Equity and Equity Compensatio_8
Equity and Equity Compensation Plans - Compensation Costs for PSU's (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total expense | $ 12,583 | $ 7,211 |
Performance Restricted Stock Units | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total expense | 1,099 | (464) |
Performance Restricted Stock Units | Current Period | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total expense | 1,099 | 153 |
Performance Restricted Stock Units | Prior Periods | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total expense | $ 0 | $ (617) |
Equity and Equity Compensatio_9
Equity and Equity Compensation Plans - Allocation of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 12,583 | $ 7,211 |
Stock-based compensation capitalized in property and equipment | 732 | 504 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 2,978 | 1,638 |
Technology and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 5,761 | 3,648 |
Marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 542 | 375 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 3,302 | $ 1,550 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stock - Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss | $ (35,784) | $ (60,117) |
Dividends on convertible preferred stock | (2,336) | 0 |
Net loss attributable to common stock - basic | (38,120) | (60,117) |
Net loss attributable to common stock - diluted | $ (38,120) | $ (60,117) |
Denominator: | ||
Weighted average shares - basic (in shares) | 103,427,764 | 93,442,706 |
Weighted averages shares - diluted (in shares) | 103,427,764 | 93,442,706 |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Net loss per share attributable to common stock - basic (in dollars per share) | $ (0.37) | $ (0.64) |
Net loss per share attributable to common stock - diluted (in dollars per share) | $ (0.37) | $ (0.64) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stock - Summary of Anti-dilutive Stock Equivalents (Details) - USD ($) $ in Thousands | Jun. 01, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 26,338,715 | 11,944,010 | |
Performance Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Restricted stock units issued and outstanding or deferred (in shares) | 260,509 | ||
Chief Executive Officer | Performance Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Options granted (in shares) | 150,000 | ||
Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 2,040,000 | 0 | |
Share-based Payment Arrangement, Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 5,063,462 | 7,028,719 | |
Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 3,862,964 | 4,681,875 | |
Restricted Stock Units (RSUs) | Non-employee Directors | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 16,428 | ||
Employee stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 128,032 | 233,416 | |
1.75% Convertible Senior Notes due 2023 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 778,297 | 0 | |
Debt conversion | $ 39 | ||
0% Convertible Senior Notes due 2025 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 9,119,960 | 0 | |
0.5% Convertible Senior Notes Due 2027 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 5,346,000 | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective tax rate | 0.00% | 0.00% | ||
Operating loss unavailable for carryforward | $ 1,538 | |||
Federal Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 227,751 | |||
Operating loss carryforwards, not subject to expiration | 142,420 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 12,576 | |||
Foreign Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 2,050 |
Debt - Warehouse Lines of Credi
Debt - Warehouse Lines of Credit (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 105,000,000 | $ 105,000,000 |
Outstanding Borrowings | 40,663,000 | 39,029,000 |
Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | 105,000,000 | |
Outstanding Borrowings | $ 40,663,000 | $ 39,029,000 |
Weighted Average Interest Rate on Outstanding Borrowings | 0.00% | 0.00% |
Western Alliance Bank | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 50,000,000 | $ 50,000,000 |
Outstanding Borrowings | $ 15,853,000 | $ 18,277,000 |
Weighted Average Interest Rate on Outstanding Borrowings | 3.25% | 3.25% |
Texas Capital Bank, N.A. | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 40,000,000 | $ 40,000,000 |
Outstanding Borrowings | $ 17,971,000 | $ 12,903,000 |
Weighted Average Interest Rate on Outstanding Borrowings | 3.35% | 3.35% |
Flagstar Bank, FSB | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 15,000,000 | $ 15,000,000 |
Outstanding Borrowings | $ 6,839,000 | $ 7,849,000 |
Weighted Average Interest Rate on Outstanding Borrowings | 3.00% | 3.00% |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, $ in Thousands | Mar. 25, 2021USD ($)$ / sharesshares | Jan. 12, 2021 | Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($)tradingDaybusinessDayshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Oct. 20, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 23, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||
Inventory | $ 97,371 | $ 97,371 | $ 49,158 | ||||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | 1,343,045 | 1,343,045 | $ 230,712 | 945,820 | $ 247,448 | ||||
Proceeds from issuance of convertible senior notes, net of issuance costs | 488,691 | 0 | |||||||
Cost incurred | $ 54,450 | ||||||||
Debt Instrument, Redemption, Period Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion price, percentage | 98.00% | ||||||||
1.75% Convertible Senior Notes due 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregated principal amount | 23,777 | $ 23,777 | |||||||
Debt conversion | 39 | ||||||||
Repurchase amount | 1,849 | 1,849 | |||||||
0% Convertible Senior Notes due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregated principal amount | 661,250 | 661,250 | |||||||
0.5% Convertible Senior Notes Due 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregated principal amount | 500,000 | 500,000 | |||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Net assets | 141,067 | 141,067 | 65,191 | ||||||
Inventory | 92,914 | 92,914 | 47,620 | ||||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | $ 27,369 | 27,369 | 11,818 | ||||||
Amortization of debt issuance costs | 86 | 154 | |||||||
Interest expense, debt | $ 340 | 80 | |||||||
Western Alliance Bank | Warehouse Agreement Borrowings | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated Cash Interest Rate | 3.25% | 3.25% | |||||||
Western Alliance Bank | Warehouse Agreement Borrowings | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||||
Texas Capital Bank, N.A. | Warehouse Agreement Borrowings | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated Cash Interest Rate | 3.35% | 3.35% | |||||||
Decrease in rate of interest accruing on outstanding principal | 0.25% | ||||||||
Goldman Sachs Bank USA | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 6 months | ||||||||
Flagstar Bank, FSB | Warehouse Agreement Borrowings | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated Cash Interest Rate | 3.00% | 3.00% | |||||||
Facility termination period | 30 days | ||||||||
Flagstar Bank, FSB | Warehouse Agreement Borrowings | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||||
Minimum | Goldman Sachs Bank USA | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, floor rate of basis spread on variable rate | 0.50% | 0.30% | |||||||
Maximum | Goldman Sachs Bank USA | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||||
Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of debt issuance costs | $ 789 | 186 | |||||||
Interest expense, debt | $ 139 | 629 | |||||||
Senior Notes | 1.75% Convertible Senior Notes due 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated Cash Interest Rate | 1.75% | 1.75% | |||||||
Amortization of debt issuance costs | $ 72 | 186 | |||||||
Interest expense, debt | 104 | 629 | |||||||
Aggregated principal amount | $ 23,777 | 23,777 | 25,626 | $ 143,750 | |||||
Repurchased face amount | 119,973 | 119,973 | |||||||
Portion settled in cash | $ 1,886 | ||||||||
Issuance of common stock in connection with conversion of convertible senior notes (in shares) | shares | 36,980 | ||||||||
Senior Notes | 0% Convertible Senior Notes due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of debt issuance costs | $ 690 | 0 | |||||||
Interest expense, debt | 0 | 0 | |||||||
Aggregated principal amount | $ 661,250 | $ 661,250 | $ 661,250 | $ 661,250 | |||||
Senior Notes | 0.5% Convertible Senior Notes Due 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated Cash Interest Rate | 0.50% | 0.50% | |||||||
Amortization of debt issuance costs | $ 27 | 0 | |||||||
Interest expense, debt | 35 | $ 0 | |||||||
Aggregated principal amount | $ 500,000 | $ 500,000 | |||||||
Proceeds from issuance of convertible senior notes, net of issuance costs | $ 488,234 | ||||||||
Common stock covered under capped calls (in shares) | shares | 5,346,000 | ||||||||
Senior Notes | Convertible Senior Notes | Debt Instrument, Redemption, Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold trading days | tradingDay | 20 | ||||||||
Threshold consecutive trading days | tradingDay | 30 | ||||||||
Threshold percentage of stock price trigger | 130.00% | ||||||||
Senior Notes | Convertible Senior Notes | Debt Instrument, Redemption, Period Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold trading days | businessDay | 5 | ||||||||
Threshold consecutive trading days | tradingDay | 5 | ||||||||
Senior Notes | Minimum | 0.5% Convertible Senior Notes Due 2027 | Call Option | Capped Call Transaction | |||||||||
Debt Instrument [Line Items] | |||||||||
Capped call price (in dollars per share) | $ / shares | $ 93.53 | ||||||||
Senior Notes | Maximum | 0.5% Convertible Senior Notes Due 2027 | Call Option | Capped Call Transaction | |||||||||
Debt Instrument [Line Items] | |||||||||
Capped call price (in dollars per share) | $ / shares | $ 138.56 |
Debt - Secured Revolving Credit
Debt - Secured Revolving Credit Facility (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 105,000,000 | $ 105,000,000 |
Goldman Sachs Bank USA | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | 125,000,000 | 100,000,000 |
Outstanding Borrowings | $ 48,851,000 | $ 23,949,000 |
Weighted Average Interest Rate on Outstanding Borrowings | 3.30% | 4.40% |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 20, 2020USD ($) | Jul. 23, 2018USD ($) | |
1.75% Convertible Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Aggregate Principal Amount | $ 23,777 | |||
Net Carrying Amount | $ 23,428 | $ 22,482 | ||
1.75% Convertible Senior Notes due 2023 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated Cash Interest Rate | 1.75% | |||
Effective Interest Rate | 2.45% | |||
Conversion Rate | 32.7332 | |||
Aggregate Principal Amount | $ 23,777 | 25,626 | $ 143,750 | |
Unamortized Debt Discount | 0 | 2,776 | ||
Unamortized Debt Issuance Costs | 349 | 368 | ||
Net Carrying Amount | 23,428 | 22,482 | ||
0% Convertible Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Aggregate Principal Amount | 661,250 | |||
Net Carrying Amount | $ 648,713 | 488,268 | ||
0% Convertible Senior Notes due 2025 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Effective Interest Rate | 0.42% | |||
Conversion Rate | 13.7920 | |||
Aggregate Principal Amount | $ 661,250 | 661,250 | $ 661,250 | |
Unamortized Debt Discount | 0 | 163,077 | ||
Unamortized Debt Issuance Costs | 12,537 | 9,905 | ||
Net Carrying Amount | 648,713 | 488,268 | ||
0.5% Convertible Senior Notes Due 2027 | ||||
Debt Instrument [Line Items] | ||||
Aggregate Principal Amount | 500,000 | |||
Net Carrying Amount | $ 488,261 | $ 0 | ||
0.5% Convertible Senior Notes Due 2027 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated Cash Interest Rate | 0.50% | |||
Effective Interest Rate | 0.91% | |||
Conversion Rate | 10.6920 | |||
Aggregate Principal Amount | $ 500,000 | |||
Unamortized Debt Discount | 0 | |||
Unamortized Debt Issuance Costs | 11,739 | |||
Net Carrying Amount | $ 488,261 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Total interest expense | $ 1,338 | $ 2,444 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 139 | 629 |
Amortization of debt discount | 0 | 1,390 |
Amortization of debt issuance costs | 789 | 186 |
Total interest expense | 928 | 2,205 |
1.75% Convertible Senior Notes due 2023 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 104 | 629 |
Amortization of debt discount | 0 | 1,390 |
Amortization of debt issuance costs | 72 | 186 |
Total interest expense | 176 | 2,205 |
0% Convertible Senior Notes due 2025 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 0 | 0 |
Amortization of debt discount | 0 | 0 |
Amortization of debt issuance costs | 690 | 0 |
Total interest expense | 690 | 0 |
0.5% Convertible Senior Notes Due 2027 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 35 | 0 |
Amortization of debt discount | 0 | 0 |
Amortization of debt issuance costs | 27 | 0 |
Total interest expense | $ 62 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Apr. 05, 2021 | Apr. 02, 2021 | Mar. 25, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Subsequent Event [Line Items] | |||||
Proceeds from issuance of convertible senior notes, net of issuance costs | $ 488,691 | $ 0 | |||
Cost incurred | 54,450 | ||||
0.5% Convertible Senior Notes Due 2027 | |||||
Subsequent Event [Line Items] | |||||
Aggregated principal amount | 500,000 | ||||
0.5% Convertible Senior Notes Due 2027 | Senior Notes | |||||
Subsequent Event [Line Items] | |||||
Aggregated principal amount | $ 500,000 | ||||
Proceeds from issuance of convertible senior notes, net of issuance costs | $ 488,234 | ||||
Common stock covered under capped calls (in shares) | 5,346,000 | ||||
Subsequent Event | RentPath Holdings Acquisition | |||||
Subsequent Event [Line Items] | |||||
Escrow deposit | $ 60,800 | ||||
Payments for asset acquisitions | $ 608,000 | ||||
Subsequent Event | 0.5% Convertible Senior Notes Due 2027 | Senior Notes | |||||
Subsequent Event [Line Items] | |||||
Aggregated principal amount | $ 75,000 | ||||
Proceeds from issuance of convertible senior notes, net of issuance costs | $ 73,270 | ||||
Common stock covered under capped calls (in shares) | 801,900 | ||||
Cost incurred | $ 8,168 |