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: June 30, 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 $ 17,825 3.25 % $ 50,000 $ 18,277 3.25 % Texas Capital Bank, N.A. 40,000 17,398 3.35 % 40,000 12,903 3.35 % Flagstar Bank, FSB 15,000 11,202 3.00 % 15,000 7,849 3.00 % Total $ 105,000 $ 46,425 — $ 105,000 $ 39,029 — Borrowings under the facility with Western Alliance Bank ("Western Alliance") mature on August 14, 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 June 30, 2021. Borrowings under the facility with Texas Capital Bank, N.A. ("Texas Capital") mature on August 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: June 30, 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 $ 123,770 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 June 30, 2021, RedfinNow Borrower had $329,224 of total assets, of which $240,357 related to inventory and $48,177 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 June 30, 2021 and 2020, we amortized $50 and $155 of the debt issuance costs, respectively, and recognized $613 and $251 of interest expense, respectively. For the six months ended June 30, 2021 and 2020, we amortized $136 and $309 of the debt issuance costs, respectively, and recognized $953 and $331 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 % 0.90 % 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 $120,012 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. 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 $73,296. The components of our convertible senior notes were as follows: June 30, 2021 Issuance Aggregate Principal Amount Unamortized Debt Discount Unamortized Debt Issuance Costs Net Carrying Amount 2023 notes $ 23,738 $ — $ 310 $ 23,428 2025 notes 661,250 — 11,847 649,403 2027 notes 575,000 — 12,886 562,114 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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 2023 notes Contractual interest expense $ 104 $ 629 $ 208 $ 1,258 Amortization of debt discount — 1,405 — 2,796 Amortization of debt issuance costs 39 187 110 373 Total interest expense $ 143 $ 2,221 $ 318 $ 4,427 2025 notes Contractual interest expense — — — — Amortization of debt discount — — — — Amortization of debt issuance costs 690 — 1,380 — Total interest expense $ 690 $ — $ 1,380 $ — 2027 notes Contractual interest expense 715 — 749 — Amortization of debt discount — — — — Amortization of debt issuance costs 557 — 585 — Total interest expense $ 1,272 $ — $ 1,334 $ — Total Contractual interest expense 819 629 957 1,258 Amortization of debt discount — 1,405 — 2,796 Amortization of debt issuance costs 1,286 187 2,075 373 Total interest expense $ 2,105 $ 2,221 $ 3,032 $ 4,427 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 June 30, 2021. As a result, our 2023 notes will be convertible at a holder's option during the quarter ending September 30, 2021, and have been classified as current liabilities on our consolidated balance sheet as of June 30, 2021. During the three months ended June 30, 2021, we settled conversion requests with respect to our 2023 notes with an aggregate principal amount of $39 using a combination of $39 cash and 624 shares. We also received additional conversion requests for aggregate principal amount of $226, 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 4 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. 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. |