Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 10, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6,440,535,375 | ||
Entity Common Stock, Shares Outstanding | 106,396,652 | ||
Documents Incorporated by Reference | The portions of the registrant's proxy statement to be filed in connection with the registrant’s 2022 Annual Meeting of Stockholders that are responsive to the disclosure required by Part III of Form 10-K are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001382821 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Seattle, Washington |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 591,003 | $ 925,276 |
Restricted cash | 127,278 | 20,544 |
Short-term investments | 33,737 | 131,561 |
Accounts receivable, net of allowances for credit losses of $1,298 and $160 | 69,594 | 54,719 |
Inventory | 358,221 | 49,158 |
Loans held for sale | 35,759 | 42,539 |
Prepaid expenses | 22,948 | 12,131 |
Other current assets | 7,524 | 4,898 |
Total current assets | 1,246,064 | 1,240,826 |
Property and equipment, net | 58,671 | 43,988 |
Right-of-use assets, net | 54,200 | 44,149 |
Long-term investments | 54,828 | 11,922 |
Goodwill | 409,382 | 9,186 |
Intangible assets, net | 185,929 | 1,830 |
Other assets, noncurrent | 12,898 | 8,619 |
Total assets | 2,021,972 | 1,360,520 |
Current liabilities | ||
Accounts payable | 12,546 | 5,644 |
Accrued and other liabilities | 118,122 | 82,644 |
Warehouse credit facilities | 33,043 | 39,029 |
Secured revolving credit facility | 199,781 | 23,949 |
Convertible senior notes, net | 23,280 | 22,482 |
Lease liabilities | 15,040 | 11,973 |
Total current liabilities | 401,812 | 185,721 |
Lease liabilities, noncurrent | 55,222 | 49,339 |
Convertible senior notes, net, noncurrent | 1,214,017 | 488,268 |
Payroll tax liabilities, noncurrent | 0 | 6,812 |
Deferred tax liabilities | 1,201 | 0 |
Total liabilities | 1,672,252 | 730,140 |
Commitments and contingencies (Note 8) | ||
Series A convertible preferred stock—par value $0.001 per share; 10,000,000 shares authorized; 40,000 and 40,000 shares issued and outstanding at December 31, 2021 and 2020, respectively | 39,868 | 39,823 |
Stockholders’ equity | ||
Common stock—par value $0.001 per share; 500,000,000 shares authorized; 106,308,767 and 103,000,594 shares issued and outstanding at December 31, 2021 and 2020, respectively | 106 | 103 |
Additional paid-in capital | 682,084 | 860,556 |
Accumulated other comprehensive (loss) income | (174) | 211 |
Accumulated deficit | (372,164) | (270,313) |
Total stockholders’ equity | 309,852 | 590,557 |
Total liabilities, mezzanine equity, and stockholders’ equity | $ 2,021,972 | $ 1,360,520 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowances for credit losses | $ 1,298,000 | $ 160,000 |
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Redeemable convertible preferred stock, issued (in shares) | 40,000 | 40,000 |
Redeemable convertible preferred stock, 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) | 106,308,767 | 103,000,594 |
Common stock, outstanding (in shares) | 106,308,767 | 103,000,594 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 1,922,765 | $ 886,093 | $ 779,796 |
Cost of revenue | 1,518,945 | 653,983 | 635,693 |
Gross profit | 403,820 | 232,110 | 144,103 |
Operating expenses | |||
Technology and development | 156,718 | 84,297 | 69,765 |
Marketing | 138,740 | 54,881 | 76,710 |
General and administrative | 218,315 | 92,140 | 76,874 |
Total operating expenses | 513,773 | 231,318 | 223,349 |
(Loss) income from operations | (109,953) | 792 | (79,246) |
Interest income | 635 | 2,074 | 7,146 |
Interest expense | (11,762) | (19,495) | (8,928) |
Income tax benefit | (6,107) | 0 | 0 |
Other income (expense), net | 5,360 | (1,898) | 223 |
Net loss | (109,613) | (18,527) | (80,805) |
Dividends on convertible preferred stock | (7,269) | (4,454) | 0 |
Net loss attributable to common stock—basic | (116,882) | (22,981) | (80,805) |
Net loss attributable to common stock—diluted | $ (116,882) | $ (22,981) | $ (80,805) |
Net loss per share attributable to common stock—basic (in dollars per share) | $ (1.12) | $ (0.23) | $ (0.88) |
Net loss per share attributable to common stock— diluted (in dollars per share) | $ (1.12) | $ (0.23) | $ (0.88) |
Weighted average shares of common stock— basic (in shares) | 104,683,460 | 98,574,529 | 91,583,533 |
Weighted average shares of common stock— diluted (in shares) | 104,683,460 | 98,574,529 | 91,583,533 |
Other comprehensive income | |||
Foreign currency translation adjustments | $ 6 | $ (3) | $ 33 |
Unrealized gain on available-for-sale securities | 379 | 172 | 9 |
Comprehensive loss | (109,228) | (18,358) | (80,763) |
Service | |||
Revenue | 1,042,112 | 674,345 | 539,288 |
Cost of revenue | 648,660 | 437,484 | 390,504 |
Product | |||
Revenue | 880,653 | 211,748 | 240,508 |
Cost of revenue | $ 870,285 | $ 216,499 | $ 245,189 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities | |||
Net loss | $ (109,613) | $ (18,527) | $ (80,805) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 46,906 | 14,564 | 9,230 |
Stock-based compensation | 54,722 | 36,973 | 27,814 |
Amortization of debt discount and issuance costs | 4,989 | 12,038 | 6,385 |
Non-cash lease expense | 11,630 | 9,204 | 6,940 |
Impairment costs | 0 | 2,063 | 0 |
Loss on repurchases and conversions of convertible senior notes | 0 | 4,634 | 0 |
Net loss (gain) on IRLCs, forward sales commitments, and loans held for sale | 815 | (1,921) | (493) |
Other | (4,227) | (349) | (662) |
Change in assets and liabilities: | |||
Accounts receivable, net | (7,149) | (35,496) | (3,861) |
Inventory | (309,063) | 25,432 | (51,896) |
Prepaid expenses and other assets | (12,248) | 2,333 | (3,293) |
Accounts payable | 3,059 | 2,086 | (394) |
Accrued and other liabilities, deferred tax liabilities, and payroll tax liabilities, noncurrent | 25,791 | 39,092 | 7,422 |
Lease liabilities | (13,268) | (11,312) | (7,209) |
Origination of loans held for sale | (986,982) | (677,310) | (395,354) |
Proceeds from sale of loans originated as held for sale | 993,070 | 657,763 | 378,566 |
Net cash (used in) provided by operating activities | (301,568) | 61,267 | (107,610) |
Investing activities | |||
Purchases of property and equipment | (27,492) | (14,686) | (15,533) |
Purchases of investments | (146,274) | (198,172) | (136,265) |
Sales of investments | 98,687 | 7,887 | 11,486 |
Maturities of investments | 106,773 | 147,852 | 24,400 |
Cash paid for acquisition | (608,000) | 0 | 0 |
Net cash used in investing activities | (576,306) | (57,119) | (115,912) |
Financing activities | |||
Proceeds from the issuance of convertible preferred stock, net of issuance costs | 0 | 39,801 | 0 |
Proceeds from the issuance of common stock, net of issuance costs | 0 | 69,701 | 0 |
Proceeds from the issuance of common stock pursuant to employee equity plans | 22,772 | 21,072 | 16,107 |
Tax payments related to net share settlements on restricted stock units | (27,066) | (16,852) | (5,126) |
Borrowings from warehouse credit facilities | 942,993 | 662,278 | 388,586 |
Repayments to warehouse credit facilities | (948,979) | (644,551) | (372,017) |
Borrowings from secured revolving credit facility | 624,828 | 89,619 | 4,444 |
Repayments to secured revolving credit facility | (448,996) | (70,115) | 0 |
Cash paid for secured revolving credit facility issuance costs | (527) | (4) | (922) |
Proceeds from issuance of convertible senior notes, net of issuance costs | 561,529 | 647,486 | 0 |
Purchases of capped calls related to convertible senior notes | (62,647) | 0 | 0 |
Payments for repurchases and conversions of convertible senior notes | (2,159) | (108,061) | 0 |
Principal payments under finance lease obligations | (796) | (221) | (72) |
Other financing payables | (10,611) | 4,074 | 883 |
Net cash provided by financing activities | 650,341 | 694,227 | 31,883 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (6) | (3) | 32 |
Net change in cash, cash equivalents, and restricted cash | (227,539) | 698,372 | (191,607) |
Cash, cash equivalents, and restricted cash: | |||
Beginning of period | 945,820 | 247,448 | 439,055 |
End of period | 718,281 | 945,820 | 247,448 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 7,592 | 4,958 | 2,460 |
Non-cash transactions | |||
Stock-based compensation capitalized in property and equipment | 4,059 | 2,348 | 1,280 |
Property and equipment additions in accounts payable and accrued and other liabilities | 659 | 1,682 | 223 |
Leasehold improvements paid directly by lessor | 1,334 | 37 | 6,230 |
Issuance of common stock for repurchases and conversions of convertible senior notes | 0 | 98,397 | 0 |
Reconciliation of cash, cash equivalents, and restricted cash | |||
Cash and cash equivalents | 591,003 | 925,276 | 234,679 |
Restricted cash | 127,278 | 20,544 | 12,769 |
Total cash, cash equivalents, and restricted cash | $ 718,281 | $ 945,820 | $ 247,448 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity - USD ($) $ in Thousands | Total | Cumulative-effect adjustment from accounting changes | Series A Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative-effect adjustment from accounting changes | Accumulated Deficit | Accumulated DeficitCumulative-effect adjustment from accounting changes | Accumulated Other Comprehensive Income (Loss) |
Redeemable convertible preferred stock beginning balance (in shares) at Dec. 31, 2018 | 0 | ||||||||
Redeemable convertible preferred stock beginning balance at Dec. 31, 2018 | $ 0 | ||||||||
Redeemable convertible preferred stock ending balance (in shares) at Dec. 31, 2019 | 0 | ||||||||
Redeemable convertible preferred stock ending balance at Dec. 31, 2019 | $ 0 | ||||||||
Balance, beginning of period (in shares) at Dec. 31, 2018 | 90,151,341 | ||||||||
Balance, beginning of period at Dec. 31, 2018 | $ 371,938 | $ 90 | $ 542,829 | $ (170,981) | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 490,717 | ||||||||
Issuance of common stock pursuant to employee stock purchase program | 6,732 | 6,732 | |||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 1,666,162 | ||||||||
Issuance of common stock pursuant to exercise of stock options | 9,570 | $ 2 | 9,568 | ||||||
Issuance of common stock pursuant to settlement restricted stock units (in shares) | 966,037 | ||||||||
Issuance of common stock pursuant to settlement of restricted stock units | $ 1 | (1) | |||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units (in shares) | (272,660) | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units | (5,126) | (5,126) | |||||||
Stock-based compensation | 29,095 | 29,095 | |||||||
Other comprehensive loss | 42 | 42 | |||||||
Net loss | (80,805) | (80,805) | |||||||
Balance, end of period (in shares) at Dec. 31, 2019 | 93,001,597 | ||||||||
Balance, end of period at Dec. 31, 2019 | $ 331,446 | $ 93 | 583,097 | (251,786) | 42 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of convertible preferred stock, net (in shares) | 40,000 | ||||||||
Issuance of convertible preferred stock, net | $ 39,823 | ||||||||
Redeemable convertible preferred stock ending balance (in shares) at Dec. 31, 2020 | 40,000 | 40,000 | |||||||
Redeemable convertible preferred stock ending balance at Dec. 31, 2020 | $ 39,823 | $ 39,823 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 320,609 | ||||||||
Issuance of common stock pursuant to employee stock purchase program | 8,174 | 8,174 | |||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 2,011,938 | ||||||||
Issuance of common stock pursuant to exercise of stock options | 12,705 | $ 2 | 12,703 | ||||||
Issuance of common stock pursuant to settlement restricted stock units (in shares) | 1,490,506 | ||||||||
Issuance of common stock pursuant to settlement of restricted stock units | $ 2 | (2) | |||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units (in shares) | (439,131) | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units | (16,852) | (16,852) | |||||||
Issuance of common stock in connection with repurchase of convertible senior notes (in shares) | 2,056,180 | ||||||||
Issuance of common stock in connection with repurchase of convertible senior notes | (699) | $ 2 | (701) | ||||||
Issuance of common stock as dividend on convertible preferred stock (in shares) | 61,280 | ||||||||
Issuance of common stock, net (in shares) | 4,484,305 | ||||||||
Gross proceeds | 69,701 | $ 4 | 69,697 | ||||||
Equity component of convertible senior notes, net | 165,257 | 165,257 | |||||||
Stock-based compensation | 39,321 | 39,321 | |||||||
Issuance of common stock in connection with conversion of convertible senior notes (in shares) | 13,310 | ||||||||
Issuance of common stock in connection with conversion of convertible senior notes | (138) | (138) | |||||||
Other comprehensive loss | 169 | 169 | |||||||
Net loss | $ (18,527) | (18,527) | |||||||
Balance, end of period (in shares) at Dec. 31, 2020 | 103,000,594 | 103,000,594 | |||||||
Balance, end of period at Dec. 31, 2020 | $ 590,557 | $ (162,478) | $ 103 | 860,556 | $ (170,240) | (270,313) | $ 7,762 | 211 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of convertible preferred stock, net (in shares) | 0 | ||||||||
Issuance of convertible preferred stock, net | $ 45 | ||||||||
Redeemable convertible preferred stock ending balance (in shares) at Dec. 31, 2021 | 40,000 | 40,000 | |||||||
Redeemable convertible preferred stock ending balance at Dec. 31, 2021 | $ 39,868 | $ 39,868 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 334,248 | ||||||||
Issuance of common stock pursuant to employee stock purchase program | $ 13,787 | 13,787 | |||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 1,709,324 | 1,709,324 | |||||||
Issuance of common stock pursuant to exercise of stock options | $ 8,980 | $ 2 | 8,978 | ||||||
Issuance of common stock pursuant to settlement restricted stock units (in shares) | 1,559,425 | ||||||||
Issuance of common stock pursuant to settlement of restricted stock units | $ 2 | (2) | |||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units (in shares) | (458,152) | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units | (27,067) | $ (1) | (27,066) | ||||||
Issuance of common stock as dividend on convertible preferred stock (in shares) | 122,560 | ||||||||
Stock-based compensation | 58,781 | 58,781 | |||||||
Purchases of capped calls related to convertible senior notes | (62,647) | (62,647) | |||||||
Issuance of common stock in connection with conversion of convertible senior notes (in shares) | 40,768 | ||||||||
Issuance of common stock in connection with conversion of convertible senior notes | (63) | (63) | |||||||
Other comprehensive loss | (385) | (385) | |||||||
Net loss | $ (109,613) | (109,613) | |||||||
Balance, end of period (in shares) at Dec. 31, 2021 | 106,308,767 | 106,308,767 | |||||||
Balance, end of period at Dec. 31, 2021 | $ 309,852 | $ 106 | $ 682,084 | $ (372,164) | $ (174) |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Description of Business —Redfin Corporation was incorporated in October 2002 and is headquartered in Seattle, Washington. We operate an online real estate marketplace and provide real estate services, including assisting individuals in the purchase or sale of their home. We also provide title and settlement services, originate and sell mortgages, and buy and sell homes directly from homeowners. In addition, we use digital platforms to connect consumers with rental properties. We have operations located in multiple states across the United States and certain provinces in Canada. 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”). Certain amounts presented in the prior period consolidated balance sheets have been reclassified to conform to the current period financial statement presentation. The change in classification does not affect previously reported total assets, total liabilities, mezzanine equity, or stockholders' equity in the consolidated balance sheets. Additionally, 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 consolidated financial statements include the accounts of Redfin 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. Certain Significant Risks and Business Uncertainties —We operate in the residential real estate industry and are a technology-focused company. Accordingly, we are affected by a variety of factors that could have a significant negative effect on our future financial position, results of operations, and cash flows. These factors include: negative macroeconomic factors affecting the health of the U.S. residential real estate industry, the impact of COVID-19 on the residential real estate industry, negative factors disproportionately affecting markets where we derive most of our revenue, intense competition in the U.S. residential real estate industry, our inability to maintain or improve our technology offerings, our failure to obtain and provide comprehensive and accurate real estate listings, errors or inaccuracies in the business data that we rely on to make decisions, and our inability to attract homebuyers and home sellers to our website and mobile application. 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 reporting units for purposes of allocating and evaluating goodwill for impairment, current expected credit losses on certain financial assets, and fair value of assets acquired and liabilities assumed in connection with our acquisition of RentPath. 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. Cash and Cash Equivalents —We consider all highly liquid investments originally purchased by us with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash —Restricted cash primarily consists of cash that is specifically designated to repay borrowings under warehouse credit facilities and the secured revolving credit facility. As of December 31, 2021, our restricted cash balance included $84,210 of deposits that were in excess of the amounts required as repayment under our secured revolving credit facility agreement but were legally restricted as to withdrawal as of December 31, 2021. These funds were disbursed to us in January 2022 and subsequently transferred to cash and cash equivalents in January 2022. Accounts Receivable, Net and Allowance for Credit Losses —We have three material classes of receivables: (i) real estate services receivables, (ii) receivables from the sale of homes through our properties business, and (iii) receivables from customers in relation to our rentals business. Accounts receivable related to these classes represent closed transactions for which cash has not yet been received. The majority of our transactions are processed through escrow and collectibility is not a significant risk. For transactions not directly processed through escrow, we establish an allowance for expected credit losses based on historical experience of collectibility, current external economic conditions that may affect collectibility, and current or expected changes to the regulatory environment in which we operate our businesses. We evaluate for changes in credit quality indicators on an annual basis or in the event of a material economic event or material change in the regulatory environment in which we operate. Investments —We have two types of investments: (i) investments in marketable securities that are available to support our operational needs, which are included in our consolidated balance sheets as short-term and long-term investments, and (ii) equity investments reported at fair value, which are included in our consolidated balance sheet as short-term investments. Marketable Securities Our short-term and long-term investments consist primarily of U.S. treasury securities, including inflation protected securities, and other federal or local government issued securities. Available-for-sale debt securities are recorded at fair value, and unrealized holding gains and losses are recorded as a component of accumulated other comprehensive (loss) income. Securities with maturities of one year or less and those identified by management at the time of purchase to be used to fund operations within one year are classified as short-term. All other securities are classified as long-term. We evaluate our available-for-sale debt securities, both ones classified as cash equivalents and as investments, for expected credit losses on a quarterly basis. An expected credit loss reserve is charged against the fair value of an available-for-sale debt security when it is identified, with a credit loss charged against net earnings. We review factors to determine whether an expected credit loss exists based on credit quality indicators, such as the extent to which the fair value as of the reporting date is less than the amortized cost basis, present value of cash flows expected to be collected, the financial condition and prospects of the issuer, adverse conditions specifically related to the security, and any changes to the credit rating of the security by a rating agency. Realized gains and losses are accounted for using the specific identification method. Purchases and sales are recorded on a trade date basis. Fair Value— We account for certain assets and liabilities at fair value. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: Level 1 —Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 —Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable such as quoted prices for similar assets or liabilities in active markets, or can be corroborated by observable market data. Level 3 —Unobservable inputs that are supported by little or no market activity and require us to develop our own assumptions. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments consist of Level 1, Level 2, and Level 3 assets and liabilities. Concentration of Credit Risk —Financial instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and investments. We generally place our cash and cash equivalents and investments with major financial institutions we deem to be of high-credit-quality in order to limit our credit exposure. We maintain our cash accounts with financial institutions where deposits exceed federal insurance limits. Inventory —Our inventory represents homes purchased with the intent of resale and are accounted for under the specific identification method. Direct home acquisition and improvement costs are capitalized and tracked directly with each specific home. Homes are stated in inventory at cost and are reviewed on a home by home basis. If a home's estimated market value is less than the inventory cost then the home is written down to net realizable value. We classify inventory into three categories: homes for sale, homes not available for sale, and homes under improvement. Homes for sale represent homes that are currently listed on the market for sale. Homes not available for sale are generally recently purchased homes that have been temporarily rented back to the prior owner and are not listed on the market for sale. The rental period is typically less than 30 days. Homes under improvement are homes that are in the process of being prepared to be listed for sale. Variable Interest Entities —In connection with establishing a secured revolving credit facility to support the financing of homes that it purchases, RedfinNow formed a special purpose entity called RedfinNow Borrower, which is a wholly owned subsidiary of Redfin Corporation. We have determined that RedfinNow Borrower is a variable interest entity (“VIE”) and that we are the primary beneficiary of the variable interest in RedfinNow Borrower based on our power to direct the activities that most significantly impact the economic outcomes of the entity through our role in designing the entity and managing the homes purchased and sold by the entity. We have a potentially significant variable interest in the entity based upon our equity interest held in the VIE. As we have concluded that we are the primary beneficiary, we have included the accounts of the VIE in our consolidated financial statements. The lender of the secured revolving credit facility does not have recourse against the general credit of the primary beneficiary beyond the circumstances disclosed in Note 15. See Note 15 for a summary of the secured revolving credit facility, including outstanding borrowings associated with the VIE and related collateral. Loans Held for Sale —Redfin Mortgage, a wholly owned subsidiary of Redfin Corporation, originates residential mortgage loans. We have elected the fair value option for all loans held for sale and record these loans at fair value. Gains and losses from changes in fair value and direct loan origination fees and costs are recognized in net gain on loans held for sale. The fair value of loans held for sale is in excess of the contractual principal amounts by $660 and $1,353, respectively, as of December 31, 2021 and December 31, 2020. The mortgage loans we originate are intended to be sold in the secondary mortgage market within a short period of time following origination. Mortgage loans held for sale primarily consist of single-family residential loans collateralized by the underlying home. Mortgage loans held for sale are recorded at fair value based on either sale commitments or current market quotes for mortgage loans with similar characteristics. Interest income earned or expense incurred on loans held for sale is captured as a component of income from operations. Other Current Assets —Other current assets consist primarily of miscellaneous non-trade receivables and interest rate lock commitments from mortgage origination operations (see Derivative Instruments below). Derivative Instruments —Redfin Mortgage is party to IRLCs with customers resulting from mortgage origination operations. IRLCs for single-family mortgage loans that Redfin Mortgage intends to sell are considered free-standing derivatives. All free-standing derivatives are required to be recorded on our consolidated balance sheets at fair value. Since Redfin Mortgage can terminate a loan commitment if the borrower does not comply with the terms of the contract, and some loan commitments may expire without being drawn upon, these commitments do not necessarily represent future cash requirements. Interest rate risk related to the residential mortgage loans held for sale and IRLCs is offset using forward sales commitments. We manage this interest rate risk through the use of forward sales commitments on both a best efforts whole loans basis and on a mandatory basis. Forward sales commitments entered into on a mandatory basis are done through the use of commitments to sell mortgage-backed securities. We do not enter into or hold derivatives for trading or speculative purposes. Changes in the fair value of IRLCs and forward sales commitments are recognized as revenue, and the fair values are reflected in other current assets and accrued and other liabilities, as applicable. We estimate the fair value of an IRLC based on current market quotes for mortgage loans with similar characteristics, net of origination costs and fees adjusting for the probability that the mortgage loan will not fund according to the terms of commitment (referred to as a pull-through factor). The fair value measurements of our forward sales commitments use prices quoted directly to us from our counterparties. Property and Equipment —Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives. Depreciation and amortization is included in cost of revenue, marketing, technology and development, and general and administrative and is allocated based on estimated usage for each class of asset. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statements of operations. Repair and maintenance costs are expensed as incurred. Costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, direct internal and external costs relating to upgrades or enhancements that meet the capitalization criteria are capitalized in property and equipment and amortized on a straight-line basis over their estimated useful lives. Maintenance and enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the websites (or software) that result in added functionality, in which case the costs are capitalized. Capitalized software development activities placed in service are amortized over the expected useful lives of those releases. We view capitalized software costs as either internal use, or market and product expansion. Currently, internal use and expansion useful lives are estimated at two Estimated useful lives of website and software development activities are reviewed annually, or whenever events or changes in circumstances indicate that intangible assets may be impaired, and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades or enhancements to the existing functionality. Intangible Assets —Intangible assets are finite lived and mainly consist of trade names, developed technology, and customer relationships and are amortized over their estimated useful lives ranging from three Impairment of Long-Lived Assets —Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such asset were considered to be impaired, an impairment loss would be recognized in the amount by which the carrying value of the asset exceeds its fair value. To date, no such impairment has occurred. Goodwill —Goodwill represents the excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets acquired in a business combination. Goodwill is not amortized, but is subject to impairment testing. We assess the impairment of goodwill on an annual basis, during the fourth quarter, or whenever events or changes in circumstances indicate that goodwill may be impaired. We perform impairment tests of goodwill at our reporting unit level. In order to test for goodwill impairment, we compare fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is less than its carrying amount, goodwill is written down for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized cannot exceed the carrying amount of goodwill. We use discounted cash flow models and market data of comparable guideline companies to determine the fair value of a reporting unit. The assumptions used in these models are consistent with those we believe a market participant would use. We have the option to perform a qualitative assessment of goodwill rather than completing the impairment test. We consider macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events, potential events affecting the reporting units, and changes in the fair value of our common stock. We must assess whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we conclude this is the case, we must perform the testing discussed above. Otherwise, we do not need to perform any further assessment. See Note 9 for more information. The aggregate carrying value of goodwill was $409,382 and $9,186 at December 31, 2021 and 2020, respectively. There have been no accumulated impairments to goodwill. Other Assets, Noncurrent —Other assets consists primarily of leased building security deposits and the noncurrent portion of prepaid assets. Leases —The extent of our lease commitments consists of operating leases for physical office locations with original terms ranging from one When available, the rate implicit in the lease to discount lease payments to present value would be used; however, none of our significant leases as of December 31, 2021 provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate for each portfolio of leases to discount the lease payments based on information available at lease commencement. We have evaluated the performance of existing leases in relation to our leasing strategy and have determined that most renewal options would not be reasonably certain to be exercised. The right-of-use asset and related lease liability are determined based on the lease component of the consideration in each lease contract. We have evaluated our lease portfolio for appropriate allocation of the consideration in the lease contracts between lease and nonlease components based on standalone prices and determined the allocation per the contracts to be appropriate. Mezzanine Equity —We have issued convertible preferred stock that we have determined is a financial instrument with both equity and debt characteristics and is classified as mezzanine equity in our consolidated financial statements. The instrument was initially recognized at fair value net of issuance costs. We reassess whether the instrument is currently redeemable or probable to become redeemable in the future as of each reporting date, in which, if the instrument meets either criteria, we will accrete the carrying value to the redemption value based on the effective interest method over the remaining term. To assess classification, we review all features of the instrument, including mandatory redemption features and conversion features that may be substantive. All financial instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (e.g. more equity-like or debt-like). Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the consolidated financial statements. We have evaluated our convertible preferred stock and determined that its nature is that of an equity host and no material embedded derivatives exist that would require bifurcation on our consolidated balance sheets. See Note 11 for more information. Foreign Currency Translation —Our international operations generally use their local currency as their functional currency. Assets and liabilities are translated at exchange rates in effect at the balance sheet date. Income and expense accounts are translated at the average monthly exchange rates during the year. Resulting translation adjustments are reported as a component of other comprehensive income and recorded in accumulated other comprehensive (loss) income on our consolidated balance sheets. Income Taxes —Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated balance sheets and tax bases of assets and liabilities at the applicable enacted tax rates. We establish a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before we are able to realize their benefits or if future deductibility is uncertain. We account for uncertainty in income taxes in accordance with ASC 740, Income Taxes . Tax positions are evaluated utilizing a two-step process, whereby we first determine whether it is more likely than not that a tax position will be sustained upon examination by the tax authority, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. Subsequent adjustments to amounts previously recorded impact the financial statements in the period during which the changes are identified. We recognize interest and penalties related to unrecognized tax benefits as income tax expense. 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 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. Revenue Recognition —We generate revenue primarily from commissions and fees charged on each real estate services transaction closed by our lead agents or partner agents, from the sale of homes, and from subscription-based product offerings for our rentals business. Our key revenue components are brokerage revenue, partner revenue, properties revenue, rentals revenue, mortgage revenue, and other revenue. We have utilized the allowable practical expedient in the accounting guidance and elected not to capitalize costs related to obtaining contracts with customers with durations of less than one year. We do not have significant remaining performance obligations. Revenue earned but not received is recorded as accrued revenue in accounts receivable on our consolidated balance sheets, net of an allowance for credit losses. Accrued revenue consisting of commission revenue is known and is clearing escrow, and therefore it is not estimated. Nature and Disaggregation of Revenue Real Estate Services Revenue Brokerage Revenue— Brokerage revenue includes our offer and listing services, where our lead agents represent homebuyers and home sellers. We recognize commission-based brokerage revenue upon closing of a brokerage transaction, less the amount of any commission refunds, closing-cost reductions, or promotional offers that may result in a material right. The transaction price is generally calculated by taking the agreed upon commission rate and applying that to the home's selling price. Brokerage revenue primarily contains a single performance obligation that is satisfied upon the closing of a transaction, at which point the entire transaction price is earned. We are not entitled to any commission until the performance obligation is satisfied and are not owed any commission for unsuccessful transactions, even if services have been provided. In conjunction with providing offering and listing services to our customers, we may offer promotional pricing or additional discounts on future services. This results in a material right to our customers and represents an additional performance obligation, for which the transaction price is allocated based on standalone selling prices. Amounts allocated to a promise to provide future listing or offering services at a significant discount are initially recorded as contract liabilities. Our promotional pricing and additional discounts have not resulted in a material impact to timing of revenue recognition. The balance of the corresponding contract liabilities are included in accrued and other liabilities on our consolidated balance sheets. See Note 10 for more information. Partner Revenue— Partner revenue consists of fees paid to us from partner agents or under other referral agreements, less the amount of any payments we make to homebuyers and home sellers. We recognize these fees as revenue on the closing of a transaction. The transaction price is a fixed percentage of the partner agent's commission. The partner agent or other entity related to our referral agreements directly remits the referral fee revenue to us. We are neither entitled to referral fee revenue, nor is our performance obligation satisfied, until the related referred home's sale closes. Properties Revenue Properties Revenue— Properties revenue consists of revenue earned when we sell homes that we previously bought directly from homeowners. Properties revenue is recorded at closing on a gross basis, representing the sales price of the home. Our contracts with customers contain a single performance obligation that is satisfied upon a transaction closing. We do not offer warranties for sold homes, and there are no continuing performance obligations following the transaction close date. Rentals Revenue Rentals Revenue —Rentals revenue is primarily composed of subscription-based product offerings for internet listing services, as well as lead management and digital marketing solutions. Rentals revenue is recorded as a component of service revenue in our consolidated statements of comprehensive loss. Revenue is recognized upon transfer of control of promised service to customers over time in an amount that reflects the consideration we expect to receive in exchange for those services. Revenues from subscription-based services are recognized on a straight-line basis over the term of the contract, which generally have a term of less than one year. Revenue is presented net of sales allowances, which are not material. The transaction price for a contract is generally determined by the stated price in the contract, excluding any related sales taxes. We enter into contracts that can include various combinations of subscription services, which are capable of being distinct and accounted for as separate performance obligations. We allocate the transaction price to each performance obligation in the contract on a relative stand-alone selling price basis. Generally, the combinations of subscription services are fulfilled concurrently and are co-terminus. Our rentals contracts do not contain any refund provisions other than in the event of our non-performance or breach. Mortgage Revenue Mortgage Revenue— Mortgage revenue includes fees earned from mortgage origination services. Mortgage revenue is recognized (1) when an interest rate lock commitment is made to a customer, adjusted for a pull-through percentage, (2) for origination fees, when the purchase or refinance of a loan is complete, and (3) when the fair value of our interest rate lock commitments, forward sale commitments, and loans held for sale are recorded at current market quotes. Mortgage origination services are not subject to the guidance in ASC 606, Revenue from Contracts with Customers , as the scope of the standard does not apply to revenue on contracts accounted for under ASC 860 Transfers and Servicing. Other Revenue Other Revenue— Other services revenue includes fees earned from title settlement services, Walk Score data services, and advertising. Substantially all fees and revenue from other services are recognized when the service is provided. Intercompany Eliminations Intercompany Eliminations— Revenue earned from transactions between operating segments are eliminated in consolidating our financial statements. Intercompany transactions primarily consist of services performed from our real estate services segment for our properties segment. Cost of Revenue —Cost of revenue consists primarily of personnel costs (including base pay, benefits, and stock-based compensation), transaction bonuses, home-touring and field expenses, listing expenses, home costs related to our properties segment, customer fulfillment costs related to our rentals segment, office and occupancy expenses, and depreciation and amortization related to fixed assets and acquired intangible assets. Home costs related to our properties segment include home purchase costs, capitalized improvements, selling expenses directly attributable to the transaction, and home maintenance expenses. Technology and Development —Technology and development expenses primarily include personnel costs (including base pay, bonuses, benefits, and stock-based compensat |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations On April 2, 2021, we acquired, for $608,000 in cash, all of the equity interests of RentPath Holdings, Inc., as reorganized following an internal restructuring of the entity and certain of its wholly owned subsidiaries (as reorganized, "RentPath" and such acquisition, the "RentPath Acquisition"). In connection with the internal restructuring, certain assets and liabilities related to the business of providing digital media services to clients in the residential real estate business were transferred to RentPath, and the remaining assets and liabilities were transferred to a wind-down company. We acquired RentPath to enter into the real estate rentals market. The results of operations and the fair values of the assets acquired and liabilities assumed have been included in the consolidated financial statements since the date of acquisition. RentPath is reported in our rentals segment in Note 3. During the year ended December 31, 2021, RentPath contributed $121,877 to revenue. The goodwill recognized in connection with our acquisition of RentPath is primarily attributable to the anticipated synergies from future growth of the combined business and is not expected to be deductible for tax purposes. We are currently evaluating the reporting unit allocation of goodwill. The following table summarizes the fair value of assets acquired and liabilities assumed as a result of the RentPath Acquisition. As of December 31, 2021, the amount allocated to the opening balance of deferred tax liabilities assumed in the RentPath Acquisition is provisional and subject to revision as more detailed analyses are completed and additional information about the amount of this balance becomes available: Cash and cash equivalents (1) $ 334 Accounts receivable 7,726 Prepaid expenses 5,483 Other current assets 416 Property and equipment, net 3,103 Operating lease right-of-use assets 12,330 Intangible assets 211,000 Goodwill 400,196 Total assets 640,588 Accounts payable (1,355) Accrued and other liabilities (1) (9,412) Lease liabilities (1,264) Lease liabilities and deposits, noncurrent (11,066) Payroll tax liabilities, noncurrent (1,030) Deferred tax liabilities (8,461) Total liabilities (32,588) Total purchase consideration $ 608,000 (1) On April 2, 2021, $334 of cash and cash equivalents owed to a wind-down company remained in RentPath's primary operating account due to the timing of bank transfers and wires. The cash and cash equivalents were recorded at fair value along with an offsetting due-to liability on April 2, 2021. RentPath acquisition-related costs consisted of external fees for advisory, legal, and other professional services and totaled approximately $7,925 for the year ended December 31, 2021. These costs were expensed as incurred and recorded in general and administrative costs in our consolidated statements of comprehensive loss. Identifiable Intangible Assets —The following table provides the fair values of the RentPath intangible assets, along with their estimated useful lives: Estimated Fair Value Estimated Useful Life Trade names $ 70,000 10 Developed technology 60,500 3 Customer relationships 80,500 10 Total $ 211,000 The identifiable intangible assets include trade names, developed technology (an application platform), and customer relationships. Trade names primarily relate to the RentPath brand. Developed technology relates to the RentPath website and mobile application, which are the primary channels for meeting customers. Customer relationships represent customer contracts existing at the acquisition date. The fair values of trade names, developed technology, and customer relationships are derived by applying the relief from royalty method, replacement cost method, and multi-period excess earnings method, respectively. Critical estimates in valuing the intangible assets include revenue growth rate, royalty rate, discount rate, and number of months to recreate the underlying application. Unaudited Pro Forma Financial Information —The following table presents unaudited pro forma financial information for the years ended December 31, 2021 and 2020. The pro forma financial information combines our results of operations with that of RentPath as though the companies had been combined as of January 1, 2020. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the RentPath Acquisition had taken place at such time. The pro forma financial information presented below includes adjustments for bankruptcy costs, depreciation and amortization, provision for income taxes, transaction costs, and interest expense related to debt that would not have been incurred if we had consummated the RentPath Acquisition on January 1, 2020: Year Ended December 31, 2021 2020 Revenue $ 1,965,689 $ 1,080,482 Net loss (122,833) (50,161) Material non-recurring adjustments made in the pro forma financial information disclosed above were $77,613 and $34,283 for the years ended December 31, 2021 and 2020, respectively. These adjustments primarily relate to the reorganization costs that would not have been incurred if we had consummated the RentPath Acquisition on January 1, 2020 and decreased expense in the periods specified. These adjustments also include an income tax benefit resulting from the RentPath Acquisition, which assumes that we had consummated the RentPath Acquisition on January 1, 2020. |
Segment Reporting and Revenue
Segment Reporting and Revenue | 12 Months Ended |
Dec. 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 ("CODM"), 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 six operating segments and four reportable segments, real estate services, properties, rentals, and mortgage. As a result of our acquisition of RentPath, we added the rentals segment and determined it is a reportable segment because RentPath met the quantitative thresholds under ASC 280, Segment Reporting . Our CODM evaluates the rentals segment as a stand-alone business; accordingly, we are separately reporting the segment's operating expenses from our consolidated operating expenses. Our mortgage operating segment does not meet the reportable segment quantitative thresholds set forth in ASC 280, but due to our anticipated acquisition of Bay Equity, we have moved our mortgage segment from the "other" segment and now present it as a standalone reportable segment. We have reflected this change to the earliest period presented for comparability purposes. These changes had no impact on our previously reported consolidated net revenue, (loss) income from operations, net loss, or net loss per share. We generate revenue primarily from commissions and fees charged on each real estate services transaction closed by our lead agents or partner agents, from the sale of homes, and from subscription-based product offerings for our rentals business. Our key revenue components are brokerage revenue, partner revenue, properties revenue, rentals revenue, mortgage revenue, and other revenue. Information on each of the reportable and other segments and reconciliation to consolidated net loss is as follows: Year Ended December 31, 2021 2020 2019 Revenue Real estate services (brokerage) $ 849,288 $ 607,513 $ 496,480 Real estate services (partner) 54,046 43,695 27,060 Properties 880,653 209,686 240,507 Rentals 121,877 — — Mortgage 19,818 15,835 6,097 Other 13,609 12,377 11,537 Intercompany eliminations (16,526) (3,013) (1,885) Total $ 1,922,765 $ 886,093 $ 779,796 Cost of revenue Real estate services 603,320 417,140 373,150 Properties 870,052 214,382 245,189 Rentals 21,739 — — Mortgage 26,096 15,627 9,978 Other 14,264 9,847 9,261 Intercompany eliminations (16,526) (3,013) (1,885) Total $ 1,518,945 $ 653,983 $ 635,693 Gross Profit Real estate services 300,014 234,068 150,390 Properties 10,601 (4,696) (4,682) Rentals 100,138 — — Mortgage (6,278) 208 (3,881) Other (655) 2,530 2,276 Total $ 403,820 $ 232,110 $ 144,103 Real estate services, properties, mortgage, and other operating expenses 367,269 231,318 223,349 Rentals operating expenses 146,504 — — Interest income 635 2,074 7,146 Interest expense (11,762) (19,495) (8,928) Income tax benefit 6,107 — — Other income (expense), net 5,360 (1,898) 223 Net loss $ (109,613) $ (18,527) $ (80,805) |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 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 —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. December 31, Notional Amounts 2021 2020 Forward sales commitments $ 70,550 $ 130,109 IRLCs 67,485 88,923 The locations and amounts of gains (losses) recognized in revenue related to our derivatives are as follows: Year Ended December 31, Instrument Classification 2021 2020 2019 Forward sales commitments Service revenue $ 518 $ (184) $ 96 IRLCs Service revenue (641) 1,342 176 Fair Value of Financial Instruments In May 2020, we purchased preferred stock of Matterport, Inc. ("Matterport"), then a privately held company. In July 2021, Matterport became a publicly traded company through a business combination transaction with a special purpose acquisition vehicle. In connection with the transaction, we received Matterport's publicly traded Class A common stock in exchange for the preferred stock that we owned. We previously recorded our investment at cost because the preferred stock did not have a readily determinable fair value, but upon receipt of the publicly traded common stock, we recorded our investment at fair value. The increase in value is recorded in other income (expense), net in our consolidated statements of comprehensive loss for the year ended December 31, 2021, and is included in adjustments to reconcile net loss to net cash used in operating activities, as a component of other, in our consolidated statement of cash flows for the year ended December 31, 2021. The balance is included in short-term investments on our consolidated balance sheets. A summary of assets and liabilities related to our financial instruments, measured at fair value on a recurring basis and as reflected on our consolidated balance sheets, is set forth below: Balance at December 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Significant Assets Cash equivalents Money market funds $ 509,971 $ 509,971 $ — $ — Total cash equivalents 509,971 509,971 — — Short-term investments U.S. treasury securities 16,718 16,718 — — Agency bonds 11,906 11,906 — — Equity securities 5,113 5,113 — — Loans held for sale 35,759 — 35,759 — Prepaid expenses and other current assets Forward sales commitments 138 — 138 — IRLCs 1,191 — — 1,191 Total prepaid expenses and other current assets 1,329 — 138 1,191 Long-term investments U.S. treasury securities 54,828 54,828 — — Total assets $ 635,624 $ 598,536 $ 35,897 $ 1,191 Liabilities Accrued and other liabilities Forward sales commitments $ 93 $ — $ 93 $ — IRLCs 60 — — 60 Total liabilities $ 153 $ — $ 93 $ 60 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 — Prepaid expenses and other current assets Forward sales commitments 34 — 34 — IRLCs 1,781 — — 1,781 Total prepaid expenses and 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 and other 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 years ended December 31, 2021 and 2020. 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 following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs: Key Inputs Valuation Technique December 31, 2021 December 31, 2020 Weighted-average pull-through rate Market pricing 71.1% 72.3% The following is a summary of changes in the fair value of IRLCs for the period ended December 31, 2021: Balance, net—January 1, 2021 $ 1,771 Issuances of IRLCs 18,415 Settlements of IRLCs (18,827) Net loss recognized in earnings (228) Balance, net—December 31, 2021 $ 1,131 Changes in fair value recognized during the period relating to assets still held at December 31, 2021 $ (641) The following table presents the carrying amounts and estimated fair values of our convertible senior notes that are not recorded at fair value on our consolidated balance sheets: December 31, 2021 December 31, 2020 Issuance Net Carrying Amount Estimated Fair Value Net Carrying Amount Estimated Fair Value 2023 notes $ 23,280 $ 34,487 $ 22,482 $ 59,894 2025 notes 650,783 593,366 488,268 802,083 2027 notes 563,234 467,814 — — The difference between the principal amounts of our 2023 notes, our 2025 notes, and our 2027 notes, which were $23,512, $661,250, and $575,000, respectively, and the net carrying amounts of the notes represents the unamortized debt discount and 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 December 31, 2021, the difference between the net carrying amount of the notes and their estimated fair values represented the notes' equity conversion premium. Based on the closing price of our common stock of $38.39 on December 31, 2021, the if-converted value of the 2023 notes exceeded the principal amount of $23,512, while the if-converted values of the 2025 notes and 2027 notes were less than the principal amounts of $661,250 and $575,000, respectively. Refer to 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, equity 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, available-for-sale investments, and equity securities were as follows: December 31, 2021 Fair Value Hierarchy Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, Restricted Cash Short-term Investments Long-term Investments Cash N/A $ 81,032 $ — $ — $ 81,032 $ 81,032 $ — $ — Money markets funds Level 1 509,971 — — 509,971 509,971 — — Restricted cash N/A 127,278 — — 127,278 127,278 — — U.S. treasury securities Level 1 71,749 1 (204) 71,546 — 16,718 54,828 Agency bonds Level 1 11,900 6 — 11,906 — 11,906 — Equity securities Level 1 500 4,613 — 5,113 — 5,113 — Total $ 802,430 $ 4,620 $ (204) $ 806,846 $ 718,281 $ 33,737 $ 54,828 December 31, 2020 Fair Value Hierarchy Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, Restricted Cash Short-term Investments Long-term Investments Cash N/A $ 32,915 $ — $ — $ 32,915 $ 32,915 $ — $ — Money markets funds Level 1 886,261 — — 886,261 886,261 — — Restricted cash N/A 20,544 — — 20,544 20,544 — — U.S. treasury securities Level 1 137,502 159 — 137,661 6,100 131,561 — Agency bonds Level 1 11,900 22 — 11,922 — — 11,922 Total $ 1,089,122 $ 181 $ — $ 1,089,303 $ 945,820 $ 131,561 $ 11,922 As of December 31, 2021 and 2020, the aggregate fair value of available-for-sale debt securities in an unrealized loss position totaled $54,671 and $0, with aggregate unrealized losses of $204 and $0, respectively. 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. In addition, as of December 31, 2021 and 2020, we had not made a decision to sell any of our debt securities held, nor did we consider it more likely than not that we would be required to sell such securities before recovery of our amortized cost basis. Our portfolio consists of U.S. government securities, all with a high quality credit rating issued by various credit agencies. As of December 31, 2021 and 2020, we had accrued interest of $86 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 | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The components of inventory were as follows: December 31, 2021 2020 Properties for sale $ 119,410 $ 17,153 Properties not available for sale 16,377 7,225 Properties under improvement 222,434 24,780 Inventory $ 358,221 $ 49,158 Inventory costs include direct home purchase costs and any capitalized improvements, net of inventory reserves, which reflect the lower of cost or net realizable value write-downs applied on a specific home basis. As of December 31, 2021 and 2020 , lower of cost or net realizable value write-downs were $2,364 and $29, respectively. These write-downs are included within the changes in inventory in net cash (used in) provided by operating activities in our consolidated statements of cash flows. During the year ended December 31, 2021, we purchased 2,021 homes with an inventory value of $1,034,916 and sold 1,450 homes with an inventory value of $738,809. During the year ended December 31, 2020, we purchased 394 homes with an inventory value of $158,269 and sold 453 homes with an inventory value of $182,906. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The components of property and equipment were as follows: December 31, Useful Lives (years) 2021 2020 Leasehold improvements Shorter of lease term or economic life $ 33,455 $ 29,558 Website and software development costs 2 - 3 50,439 33,278 Computer and office equipment 3 - 5 14,216 7,765 Software 3 1,871 1,858 Furniture 7 8,091 7,450 Property and equipment, gross 108,072 79,909 Accumulated depreciation and amortization (59,766) (41,614) Construction in progress 10,365 5,693 Property and equipment, net $ 58,671 $ 43,988 Depreciation and amortization expense for property and equipment amounted to $20,047, $14,076, and $8,742 for the years ended December 31, 2021, 2020, and 2019, respectively. We capitalized software development costs, including stock-based compensation, of $19,175, $11,414, and $8,396 during the years ended December 31, 2021, 2020, and 2019, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The components of lease expense were as follows: Year Ended December 31, Lease Cost Classification 2021 2020 Operating lease cost: Operating lease cost (1) Cost of revenue $ 9,437 $ 8,571 Operating lease cost (1) Operating expenses 6,123 4,370 Total operating lease cost $ 15,560 $ 12,941 Finance lease cost: Amortization of right-of-use assets Cost of revenue $ 492 $ 130 Interest on lease liabilities Cost of revenue 73 20 Total finance lease cost $ 565 $ 150 (1) Includes lease expense with initial terms of twelve months or less of $1,464 and $998 for the year ended December 31, 2021 and 2020. Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2022 $ 17,234 $ 574 $ 929 $ 18,737 2023 16,224 561 334 17,119 2024 14,653 475 312 15,440 2025 11,233 156 193 11,582 2026 10,495 — 18 10,513 Thereafter 6,434 — — 6,434 Total lease payments $ 76,273 $ 1,766 $ 1,786 $ 79,825 Less: Interest (1) 7,636 141 Present value of lease liabilities $ 68,637 $ 1,625 (1) Includes interest on operating leases of $2,674 and financing leases of $73 due within the next twelve months. December 31, Lease Term and Discount Rate 2021 2020 Weighted-average remaining operating lease term (years) 4.8 5.2 Weighted-average remaining finance lease term (years) 3.2 3.5 Weighted-average discount rate for operating leases 4.4 % 4.4 % Weighted-average discount rate for finance leases 5.4 % 5.4 % Year Ended December 31, Supplemental Cash Flow Information 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 16,421 $ 14,207 Operating cash outflows from finance leases 83 20 Financing cash outflows from finance leases 347 102 Right-of-use assets obtained in exchange for lease liabilities Operating leases $ 7,677 $ 1,186 Finance leases 1,333 669 |
Leases | Leases The components of lease expense were as follows: Year Ended December 31, Lease Cost Classification 2021 2020 Operating lease cost: Operating lease cost (1) Cost of revenue $ 9,437 $ 8,571 Operating lease cost (1) Operating expenses 6,123 4,370 Total operating lease cost $ 15,560 $ 12,941 Finance lease cost: Amortization of right-of-use assets Cost of revenue $ 492 $ 130 Interest on lease liabilities Cost of revenue 73 20 Total finance lease cost $ 565 $ 150 (1) Includes lease expense with initial terms of twelve months or less of $1,464 and $998 for the year ended December 31, 2021 and 2020. Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2022 $ 17,234 $ 574 $ 929 $ 18,737 2023 16,224 561 334 17,119 2024 14,653 475 312 15,440 2025 11,233 156 193 11,582 2026 10,495 — 18 10,513 Thereafter 6,434 — — 6,434 Total lease payments $ 76,273 $ 1,766 $ 1,786 $ 79,825 Less: Interest (1) 7,636 141 Present value of lease liabilities $ 68,637 $ 1,625 (1) Includes interest on operating leases of $2,674 and financing leases of $73 due within the next twelve months. December 31, Lease Term and Discount Rate 2021 2020 Weighted-average remaining operating lease term (years) 4.8 5.2 Weighted-average remaining finance lease term (years) 3.2 3.5 Weighted-average discount rate for operating leases 4.4 % 4.4 % Weighted-average discount rate for finance leases 5.4 % 5.4 % Year Ended December 31, Supplemental Cash Flow Information 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 16,421 $ 14,207 Operating cash outflows from finance leases 83 20 Financing cash outflows from finance leases 347 102 Right-of-use assets obtained in exchange for lease liabilities Operating leases $ 7,677 $ 1,186 Finance leases 1,333 669 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 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 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 are 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 Surefield 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 certain 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. In December 2021, we offered to settle the plaintiffs' claims for an amount that is not material to our consolidated financial statements taken as a whole, and we accrued a legal settlement expense for our settlement offer, net of funds we expect to receive from our insurance carrier. 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 January 30, 2020, the plaintiff filed a first amended complaint dismissing her class action claim and asserting only claims under PAGA. On September 24, 2021, the court denied our motion for summary judgment to dismiss the plaintiff’s remaining claims under PAGA, holding that at this stage of the proceeding, we had not proved that we properly classified associate agents as independent contractors under California law. 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, (1) during the time he served as an associate agent, we misclassified him as an independent contractor instead of an employee and (2) during the time he served as a lead agent, we misclassified him as an employee who was exempt from minimum wage and overtime laws. 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, waiting time and other penalties, injunctive and other equitable relief, and plaintiff's attorneys' fees and costs. On August 12, 2021, the court granted our motion to compel arbitration on the plaintiff’s non-PAGA claims and stayed the plaintiff’s PAGA claims pending resolution of the arbitration. Following the court’s grant, the plaintiff filed an arbitration demand. 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. On September 27, 2021, the court granted our motion to stay the plaintiff’s action pending resolution of the PAGA claims brought against us by Devin Cook described above. The plaintiff has since filed an arbitration demand, and we have filed a motion to stay the arbitration pending resolution of the claims brought against us by Devin Cook described above. 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 December 31, 2021 are as follows: Homes Under Contract Other Commitments 2022 $ 15,690 $ 17,392 2023 — 2,938 2024 — 1,087 2025 — — 2026 — — Thereafter — — Total future minimum payments $ 15,690 $ 21,417 Our title and settlement business holds cash in escrow at third-party financial institutions on behalf of homebuyers and home sellers. As of December 31, 2021, we held $9,905 in escrow and did not record this amount on our consolidated balance sheets. We may be held contingently liable for the disposition of the cash we hold in escrow. |
Acquired Intangible Assets and
Acquired Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets and Goodwill | Acquired Intangible Assets and Goodwill Acquired Intangible Assets —The following table presents the gross carrying amount and accumulated amortization of intangible assets: December 31, 2021 December 31, 2020 Weighted-Average Useful Gross Accumulated Net Gross Accumulated Amortization Net Trade names 10 $ 71,040 $ (6,004) $ 65,036 $ 1,040 $ (650) $ 390 Developed technology 3.3 63,480 (17,285) 46,195 2,980 (1,862) 1,118 Customer relationship 10 81,360 (6,662) 74,698 860 (538) 322 $ 215,880 $ (29,951) $ 185,929 $ 4,880 $ (3,050) $ 1,830 Our intangible assets are amortized on a straight-line basis over their respective estimated useful lives to a split between general and administrative and cost of revenue for customer relationships and trade names; and developed technology intangible assets are split between general and administrative expense, cost of revenue, and technology and development expense in our consolidated statements of comprehensive loss. Amortization expense amounted to $26,901 and $488 for the years ended December 31, 2021 and 2020, respectively. The following table presents our estimate of remaining amortization expense for intangible assets that existed as of December 31, 2021: 2022 $ 35,705 2023 35,705 2024 20,458 2025 15,050 2026 15,050 Thereafter 63,961 Estimated remaining amortization expense $ 185,929 Goodwill— The following table presents the carrying amount of goodwill: Balance as of December 31, 2020 $ 9,186 Goodwill resulting from acquisition 400,196 Balance as of December 31, 2021 $ 409,382 |
Accrued and Other Liabilities
Accrued and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | Accrued and Other Liabilities The components of accrued and other liabilities were as follows: December 31, 2021 2020 Accrued compensation and benefits $ 78,437 $ 49,238 Miscellaneous accrued and other liabilities 25,217 22,906 Payroll tax liability deferred by the CARES Act 7,760 6,812 Customer contract liabilities 6,708 3,688 Total accrued and other liabilities $ 118,122 $ 82,644 |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 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 December 31, 2021, the carrying value of our convertible preferred stock, net of issuance costs, is $39,868, and holders have earned unpaid stock dividends in the amount of 30,640 shares of common stock. This stock dividend was issued on January 3, 2022. These shares are included in basic and diluted net loss per share attributable to common stock, as described in Note 13. As of December 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 | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity and Equity Compensation Plans | Equity and Equity Compensation Plans Common Stock —As of December 31, 2021 and 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 December 31, 2021 and 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 stock options under our 2004 Equity Incentive Plan, as amended ("2004 Plan"), until July 26, 2017, when we terminated it in connection with our IPO. Accordingly, no shares are available for future issuance under our 2004 Plan. Our 2004 Plan continues to govern outstanding equity awards granted thereunder, all of which are fully vested. 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 ("2017 EIP") became effective on July 26, 2017 and provides for issuance of incentive and nonqualified common stock options and restricted stock units to employees, directors, officers, 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: December 31, 2021 2020 Stock options issued and outstanding 4,019,011 5,733,738 Restricted stock units outstanding 4,617,425 4,459,743 Shares available for future equity grants 15,205,854 11,309,377 Total shares reserved for future issuance 23,842,290 21,502,858 2017 Employee Stock Purchase Plan —Our 2017 Employee Stock Purchase Plan ("ESPP") was approved by the 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: December 31, 2021 2020 Shares available for issuance at beginning of period 4,039,667 3,330,271 Shares issued during the period (334,248) (320,609) Total shares available for issuance at end of period 3,705,419 3,009,662 The weighted-average grant date fair value and the assumptions used in calculating fair values of shares forecasted to be issued pursuant to our ESPP are as follows: For the Offering Period beginning July 1, 2021 For the Offering Period beginning January 1, 2021 Expected life 0.5 years 0.5 years Volatility 74.50% 61.49% Risk-free interest rate 0.05% 0.09% Dividend yield —% —% Weighted-average grant date fair value $22.79 $21.41 Stock Options— Option activity for the year ended December 31, 2021 was as follows: Number Of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at January 1, 2021 5,733,738 $ 7.23 4.39 $ 352,076 Options exercised (1,709,324) 5.34 Options forfeited or cancelled (5,403) 10.80 Outstanding at December 31, 2021 4,019,011 $ 8.02 3.73 $ 122,038 Options exercisable at December 31, 2021 3,869,011 $ 7.27 3.59 $ 120,404 The fair value of stock option awards was estimated at the grant date with the following weighted-average assumptions: December 31, 2021 2020 2019 Expected life 0 years 0 years 6.5 years Volatility —% —% 33.76% Risk-free interest rate —% —% 2.12% Dividend yield —% —% —% Weighted-average grant date fair value $— $— $3.22 The grant date fair value of our stock options is recorded as stock-based compensation over the stock options' vesting period. We have not granted stock options since 2019, when we granted stock options subject to performance conditions ("PSOs"), with a target of 150,000 shares and a maximum of 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. These PSOs completed their requisite service and measurement period as of December 31, 2021 and therefore there is no remaining unrecognized stock-based compensation. However, the PSOs have not vested because our board of directors has not determined and certified the PSOs' achievement level. The fair value of stock options vested and the intrinsic value of stock options exercised are as follows: Year Ended December 31, 2021 2020 2019 Fair value of options vested $ 793 $ 2,228 $ 4,747 Intrinsic value of options exercised 90,920 55,822 20,811 Restricted Stock Units —Restricted stock unit activity for the year ended December 31, 2021 was as follows: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at January 1, 2021 4,459,743 $ 27.44 Granted 2,424,523 44.82 Vested (1,559,425) 25.70 Forfeited or canceled (707,416) 27.60 Outstanding or deferred at December 31, 2021 (1) 4,617,425 $ 37.13 (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 December 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 the 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 December 31, 2021, there was $152,632 of total unrecognized stock-based compensation related to restricted stock units, which is expected to be recognized over a weighted-average period of 2.75 years. As of December 31, 2021, there were 335,383 restricted stock units subject to performance and market conditions ("PSUs") outstanding 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 PSUs' related performance or market conditions. Stock-based compensation expense for PSUs with performance conditions will be 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: Year Ended December 31, 2021 2020 2019 Expense associated with the current period $ 6,314 $ 2,664 $ 894 Expense due to reassessment of achievement related to prior periods — 190 (610) Total expense $ 6,314 $ 2,854 $ 284 Compensation Cost —The following table details, for each period indicated, (i) our stock-based compensation net of forfeitures, and the amount capitalized in internally developed software and (ii) includes changes to the probability of achieving outstanding performance-based equity awards, each as included in our consolidated statements of comprehensive loss: Year Ended December 31, 2021 2020 2019 Cost of revenue $ 13,614 $ 8,844 $ 6,087 Technology and development (1) 23,275 16,564 12,362 Marketing 2,350 1,569 1,418 General and administrative 15,483 9,996 7,947 Total stock-based compensation $ 54,722 $ 36,973 $ 27,814 (1) Net of $4,059, $2,348 and $1,280 of stock-based compensation expense capitalized for internally developed software for the years ended December 31, 2021, 2020 and 2019, respectively. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stock | 12 Months Ended |
Dec. 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 a participating security. 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: Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (109,613) $ (18,527) $ (80,805) Dividends on convertible preferred stock (7,269) (4,454) — Net loss attributable to common stock—basic and diluted $ (116,882) $ (22,981) $ (80,805) Denominator: Weighted-average shares—basic and diluted (1) 104,683,460 98,574,529 91,583,533 Net loss per share attributable to common stock—basic and diluted $ (1.12) $ (0.23) $ (0.88) (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 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 attributable to common stock for the periods presented because their effect would have been anti-dilutive. Year Ended December 31, 2021 2020 2019 2023 notes as if converted 769,623 838,821 — 2025 notes as if converted 9,119,960 9,119,960 — 2027 notes as if converted 6,147,900 — — Convertible preferred stock as if converted 2,040,000 2,040,000 — Stock options outstanding (1) 4,019,011 5,733,738 7,792,181 Restricted stock units outstanding (1)(2) 4,589,696 4,443,315 5,023,412 Total 26,686,190 22,175,834 12,815,593 (1) Excludes 335,383 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. (2) Excludes 27,729 restricted stock units whose settlement into common stock were deferred at the option of certain non-employee directors as of December 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table represents the significant components of our deferred tax assets and liabilities for the periods presented: December 31, 2021 2020 Deferred income tax assets Net operating loss carryforwards $ 143,917 $ 57,763 Business interest limitation carryforwards 35,234 — Tax credit carryforwards 18,828 12,422 Stock-based compensation 7,117 6,011 Compensation accruals 7,606 7,026 Lease liabilities 17,396 17,540 Accruals and reserves 4,542 1,004 Fixed assets 3,887 1,075 Gross deferred income tax assets 238,527 102,841 Valuation allowance (176,872) (44,307) Total deferred income tax assets, net of valuation allowance 61,655 58,534 Deferred income tax liabilities Intangible assets (48,250) (514) Convertible senior notes — (45,616) Right-of-use assets (13,465) (12,404) Other (1,141) — Total deferred income tax liabilities (62,856) (58,534) Net deferred income tax assets and liabilities $ (1,201) $ — The valuation allowance increased by $132,565 during the year ended December 31, 2021. The valuation allowance decreased by $17,967 and increased by $24,264 during the years ended December 31, 2020 and 2019, respectively. 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 all periods presented. 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. The following table represents our net operating loss ("NOL") carryforwards as of December 31, 2021 and 2020: December 31, 2021 2020 Federal $ 611,296 $ 227,751 Various states 18,777 12,576 Foreign 3,213 2,050 Federal NOL carryforwards are available to offset federal taxable income and begin to expire in 2025, with NOL carryforwards of $320,123 generated after 2017 available to offset future U.S. federal taxable income over an indefinite period. State NOL carryforwards are available to offset future taxable income and began to expire in 2021. NOL carryforward periods for the various states jurisdictions generally range from 5 to 20 years. Foreign NOL carryforward periods for foreign federal and provincial jurisdictions are generally 20 years. Net research and development credit carryforwards of $18,828 and $12,422 are available as of December 31, 2021 and 2020, respectively, to reduce future tax liabilities. The research and development credit carryforwards begin to expire in 2026. Deductible but limited federal business interest expense carryforwards of $149,710 and $867 are available as of December 31, 2021 and 2020, respectively, to offset future U.S. federal taxable over an indefinite period. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, substantial changes in our ownership may limit the amount of NOL and income tax credit carryforwards that could be utilized annually in the future to offset taxable income and income tax liabilities. Any such annual limitation may significantly reduce the utilization of the NOLs and income tax credits before they expire. A Section 382 limitation study performed as of March 31, 2017 determined that we experienced an ownership change in 2006 with $1,506 of the 2006 NOL, and $32 of the 2006 research and development tax credit unavailable for future use. Furthermore, in connection with the acquisition of RentPath, RentPath experienced an ownership change that triggered Section 382. As of September 30, 2021, RentPath completed a Section 382 limitation study and, based on this analysis, we do not expect a reduction in our ability to fully utilize RentPath’s pre-change NOLs. The components of loss before benefit for income taxes for the years ended December 31, 2021, 2020, and 2019 were $(114,262), $(17,582), and $(79,518), for federal purposes, respectively, and $(1,458), $(945), and $(1,287), for foreign purposes, respectively. The following table is a reconciliation of the U.S. federal income tax at statutory rate to our effective income tax rate: December 31, 2021 2020 2019 U.S. federal income tax at statutory rate 21.00 % 21.00 % 21.00 % State taxes (net of federal benefit) 9.06 25.23 4.71 Stock-based compensation 14.88 69.14 1.20 Permanent differences (0.12) (1.03) (0.97) Federal research and development credit 5.41 20.42 2.45 Change in valuation allowance (41.89) (132.88) (29.73) Other (1.62) 1.32 1.34 Acquisition costs (1.44) — — Extinguishment of 2023 Notes — (3.20) — Effective income tax rate 5.28 % — % — % We recorded an income tax benefit of $6,107 for the year ended December 31, 2021, which is primarily a result of a deferred tax liability created through our April 2, 2021 acquisition of RentPath and can be used to realize certain deferred tax assets against which we had previously recorded a full valuation allowance. Our deferred income tax benefit was partially offset by current state income tax expense recorded for the year ended December 31, 2021. We did not record any tax benefits for the years ended December 31, 2020 and 2019. The difference between the U.S. federal income tax at statutory rate of 21% for the years ended December 31, 2021, 2020, and 2019, and our effective tax rate in all periods is primarily due to a full valuation allowance related to our U.S. deferred tax assets. For the year ended December 31, 2020, the difference between our estimated statutory state income tax rate of 7.09% and the state income tax rate of 25.23% as reported in the rate reconciliation is primarily due to the impact of tax deductions for stock-based compensation which provide permanent and favorable differences between pre-tax operating losses for financial reporting purposes and losses reported for income tax purposes. Our reported state income tax rate of 25.23% differs from our effective state income tax rate of 0% primarily due to a full valuation allowance related to our state deferred tax assets. The following table summarizes the components of our income tax benefit for the periods presented: December 31, 2021 2020 2019 Current income tax expense: U.S. - State $ 1,215 $ — $ — Total current income tax expense 1,215 — — Deferred income tax benefit: U.S. - State (7,322) — — Total deferred income tax benefit (7,322) — — Total income tax benefit $ (6,107) $ — $ — We account for uncertainty in income taxes in accordance with ASC 740. Tax positions are evaluated utilizing a two-step process, whereby we first determine whether it is more likely than not that a tax position will be sustained upon examination by the tax authority, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The following table summarizes the activity related to unrecognized tax benefits: December 31, 2021 2020 Unrecognized benefit—beginning of year $ 3,105 $ 2,159 Gross decreases—prior year tax positions 32 — Gross increases—current year tax positions 1,555 946 Unrecognized benefit—end of year $ 4,692 $ 3,105 All of the unrecognized tax benefits as of December 31, 2021 and 2020 are accounted for as a reduction in our deferred tax assets. Due to our valuation allowance, none of the $4,692 and $3,105 of unrecognized tax benefits would affect our effective tax rate, if recognized. We do not believe it is reasonably possible that our unrecognized tax benefits will significantly change in the next twelve months. We recognize interest and penalties related to unrecognized tax benefits as income tax expense. There was no interest or penalties accrued related to unrecognized tax benefits for each year ended December 31, 2021 and 2020 and no liability for accrued interest or penalties related to unrecognized tax benefits as of December 31, 2021. Our material income tax jurisdictions are the United States (federal) and Canada (foreign). As a result of NOL carryforwards, we are subject to audit for all tax years for federal and foreign purposes. All tax years remain subject to examination in various other jurisdictions that are not material to our consolidated financial statements. |
Debt
Debt | 12 Months Ended |
Dec. 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 on our consolidated balance sheets. Borrowings under each warehouse credit facility are secured by the related mortgage loan, and rights and income related to the loans. The following table summarizes borrowings under these facilities as of the periods presented: December 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 $ 17,089 3.00 % $ 50,000 $ 18,277 3.25 % Texas Capital Bank, N.A. 40,000 11,852 3.01 % 40,000 12,903 3.35 % Flagstar Bank, FSB 25,000 4,102 3.00 % 15,000 7,849 3.00 % Total $ 115,000 $ 33,043 — $ 105,000 $ 39,029 — Borrowings under the facility with Western Alliance Bank mature on June 15, 2022 and generally bear interest at a rate equal to the greater of (i) one-month LIBOR plus 2.25% or (ii) 3.00%. 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 December 31, 2021. Borrowings under the facility with Texas Capital Bank, N.A. mature on September 14, 2022 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) 2.95%. 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 period presented: December 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 $ 200,000 $ 199,781 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%. For borrowings under the facility on and after March 24, 2020, each new borrowing 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 December 31, 2021 and 2020, RedfinNow Borrower had $567,128 and $65,191 of total assets, respectively, of which $337,630 and $47,620 related to inventory, and $101,064 and $11,818 in cash and cash equivalents, respectively. For the years ended December 31, 2021 and 2020 we amortized $324 and $619 of the debt issuance costs and recognized $3,946 and $643 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 $120,238 of our 2023 notes. On July 20, 2021, our 2023 notes became redeemable by us, but we did not exercise our redemption right during the three months ended December 31, 2021. 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 and April 5, 2021, with an aggregate principal amount of $575,000. The components of the convertible senior notes are as follows: December 31, 2021 Issuance Aggregate Principal Amount Unamortized Debt Discount Unamortized Debt Issuance Costs Net Carrying Amount 2023 notes $ 23,512 $ — $ 232 $ 23,280 2025 notes 661,250 — 10,467 650,783 2027 notes 575,000 — 11,766 563,234 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 Year End December 31, 2021 2020 2019 2023 notes Contractual interest expense $ 413 $ 2,113 $ 2,516 Amortization of debt discount — 4,735 5,405 Amortization of debt issuance costs 189 623 724 Total interest expense $ 602 $ 7,471 $ 8,645 2025 notes Contractual interest expense — — — Amortization of debt discount — 5,693 — Amortization of debt issuance costs 2,760 346 — Total interest expense $ 2,760 $ 6,039 $ — 2027 notes Contractual interest expense 2,187 — — Amortization of debt discount — — — Amortization of debt issuance costs 1,705 — — Total interest expense $ 3,892 $ — $ — Total Contractual interest expense 2,600 2,113 2,516 Amortization of debt discount — 10,428 5,405 Amortization of debt issuance costs 4,654 969 724 Total interest expense $ 7,254 $ 13,510 $ 8,645 Conversion of Our Convertible Senior Notes Prior to the free 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. On or after the free conversion date, a holder may convert its notes in such multiples without any conditions. The free 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; • 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 December 31, 2021. As a result, our 2023 notes will be convertible at a holder's option during the quarter ending March 31, 2022, and have been classified as current liabilities on our consolidated balance sheet as of December 31, 2021. 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, using the modified retrospective approach, this accounting treatment is no longer applicable. All of our convertible senior notes are now accounted for wholly as liabilities. The difference between the principal amount of the notes and the net carrying amount represents the unamortized 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, 6,147,900 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 $62,647 incurred in connection with the 2027 capped calls was recorded as a reduction to additional paid-in capital on our consolidated balance sheets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event Agreement to Acquire Bay Equity —On January 10, 2022, we and Ruby Merger Sub LLC ("Merger Sub"), one of our wholly owned subsidiaries, entered into a merger agreement to acquire Bay Equity LLC (“Bay Equity”). Pursuant to the merger agreement, Merger Sub will merge with and into BE Holdings, LLC ("BE Holdings"), which owns all of the equity interests of Bay Equity, and BE Holdings will continue as the surviving entity and become a wholly owned subsidiary of Redfin as of the closing of the acquisition. Bay Equity is a national, full-service mortgage lender. The purchase price for the acquisition will be a $72,500 premium to BE Holdings’s tangible book value as of the closing date (the “Purchase Price”). Based on Bay Equity' estimated tangible book value as of December 31, 2021, the purchase price would have been $135,000 if we closed the acquisition on December 31, 2021. After deducting certain transaction expenses from the Purchase Price (such resulting amount, the “Merger Consideration”), we will pay two-thirds of the Merger Consideration in cash and one-third of the Merger Consideration in shares of our common stock, subject to certain adjustments contemplated by the Merger Agreement. The closing is subject to customary conditions, including (i) the absence of any court or regulatory order prohibiting the closing, (ii) the attainment of certain regulatory approvals and of consents from certain contractual counterparties, and (iii) agreement of certain Bay Equity executives, loan officers, and other employees to continue their employment with Bay Equity after the closing. Amendment of Secured Revolving Credit Facility —On February 9, 2022, we increased the borrowing capacity of our secured revolving credit facility to $400,000 and extended its maturity date to August 9, 2023. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 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”). |
Reclassification | Certain amounts presented in the prior period consolidated balance sheets have been reclassified to conform to the current period financial statement presentation. The change in classification does not affect previously reported total assets, total liabilities, mezzanine equity, or stockholders' equity in the consolidated balance sheets. Additionally, 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 consolidated financial statements include the accounts of Redfin 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 reporting units for purposes of allocating and evaluating goodwill for impairment, current expected credit losses on certain financial assets, and fair value of assets acquired and liabilities assumed in connection with our acquisition of RentPath. 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents —We consider all highly liquid investments originally purchased by us with original maturities of three months or less at the date of purchase to be cash equivalents. |
Restricted Cash and Other Payables | Restricted Cash—Restricted cash primarily consists of cash that is specifically designated to repay borrowings under warehouse credit facilities and the secured revolving credit facility. As of December 31, 2021, our restricted cash balance included $84,210 of deposits that were in excess of the amounts required as repayment under our secured revolving credit facility agreement but were legally restricted as to withdrawal as of December 31, 2021. These funds were disbursed to us in January 2022 and subsequently transferred to cash and cash equivalents in January 2022. |
Accounts Receivable, Net and Allowance for Credit Losses | Accounts Receivable, Net and Allowance for Credit Losses —We have three material classes of receivables: (i) real estate services receivables, (ii) receivables from the sale of homes through our properties business, and (iii) receivables from customers in relation to our rentals business. Accounts receivable related to these classes represent closed transactions for which cash has not yet been received. The majority of our transactions are processed through escrow and collectibility is not a significant risk. For transactions not directly processed through escrow, we establish an allowance for expected credit losses based on historical experience of collectibility, current external economic conditions that may affect collectibility, and current or expected changes to the regulatory environment in which we operate our businesses. We evaluate for changes in credit quality indicators on an annual basis or in the event of a material economic event or material change in the regulatory environment in which we operate. |
Investments | Investments —We have two types of investments: (i) investments in marketable securities that are available to support our operational needs, which are included in our consolidated balance sheets as short-term and long-term investments, and (ii) equity investments reported at fair value, which are included in our consolidated balance sheet as short-term investments. Marketable Securities Our short-term and long-term investments consist primarily of U.S. treasury securities, including inflation protected securities, and other federal or local government issued securities. Available-for-sale debt securities are recorded at fair value, and unrealized holding gains and losses are recorded as a component of accumulated other comprehensive (loss) income. Securities with maturities of one year or less and those identified by management at the time of purchase to be used to fund operations within one year are classified as short-term. All other securities are classified as long-term. We evaluate our available-for-sale debt securities, both ones classified as cash equivalents and as investments, for expected credit losses on a quarterly basis. An expected credit loss reserve is charged against the fair value of an available-for-sale debt security when it is identified, with a credit loss charged against net earnings. We review factors to determine whether an expected credit loss exists based on credit quality indicators, such as the extent to which the fair value as of the reporting date is less than the amortized cost basis, present value of cash flows expected to be collected, the financial condition and prospects of the issuer, adverse conditions specifically related to the security, and any changes to the credit rating of the security by a rating agency. Realized gains and losses are accounted for using the specific identification method. Purchases and sales are recorded on a trade date basis. |
Fair Value | Fair Value— We account for certain assets and liabilities at fair value. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: Level 1 —Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 —Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable such as quoted prices for similar assets or liabilities in active markets, or can be corroborated by observable market data. Level 3 —Unobservable inputs that are supported by little or no market activity and require us to develop our own assumptions. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments consist of Level 1, Level 2, and Level 3 assets and liabilities. |
Concentration of Credit Risk | Concentration of Credit Risk —Financial instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and investments. We generally place our cash and cash equivalents and investments with major financial institutions we deem to be of high-credit-quality in order to limit our credit exposure. We maintain our cash accounts with financial institutions where deposits exceed federal insurance limits. |
Inventory | Inventory —Our inventory represents homes purchased with the intent of resale and are accounted for under the specific identification method. Direct home acquisition and improvement costs are capitalized and tracked directly with each specific home. Homes are stated in inventory at cost and are reviewed on a home by home basis. If a home's estimated market value is less than the inventory cost then the home is written down to net realizable value. We classify inventory into three categories: homes for sale, homes not available for sale, and homes under improvement. Homes for sale represent homes that are currently listed on the market for sale. Homes not available for sale are generally recently purchased homes that have been temporarily rented back to the prior owner and are not listed on the market for sale. The rental period is typically less than 30 days. Homes under improvement are homes that are in the process of being prepared to be listed for sale. |
Variable Interest Entities | Variable Interest Entities —In connection with establishing a secured revolving credit facility to support the financing of homes that it purchases, RedfinNow formed a special purpose entity called RedfinNow Borrower, which is a wholly owned subsidiary of Redfin Corporation. We have determined that RedfinNow Borrower is a variable interest entity (“VIE”) and that we are the primary beneficiary of the variable interest in RedfinNow Borrower based on our power to direct the activities that most significantly impact the economic outcomes of the entity through our role in designing the entity and managing the homes purchased and sold by the entity. We have a potentially significant variable interest in the entity based upon our equity interest held in the VIE. As we have concluded that we are the primary beneficiary, we have included the accounts of the VIE in our consolidated financial statements. The lender of the secured revolving credit facility does not have recourse against the general credit of the primary beneficiary beyond the circumstances disclosed in Note 15. See Note 15 for a summary of the secured revolving credit facility, including outstanding borrowings associated with the VIE and related collateral. |
Loans Held for Sale | Loans Held for Sale —Redfin Mortgage, a wholly owned subsidiary of Redfin Corporation, originates residential mortgage loans. We have elected the fair value option for all loans held for sale and record these loans at fair value. Gains and losses from changes in fair value and direct loan origination fees and costs are recognized in net gain on loans held for sale. The fair value of loans held for sale is in excess of the contractual principal amounts by $660 and $1,353, respectively, as of December 31, 2021 and December 31, 2020. The mortgage loans we originate are intended to be sold in the secondary mortgage market within a short period of time following origination. Mortgage loans held for sale primarily consist of single-family residential loans collateralized by the underlying home. Mortgage loans held for sale are recorded at fair value based on either sale commitments or current market quotes for mortgage loans with similar characteristics. Interest income earned or expense incurred on loans held for sale is captured as a component of income from operations. |
Other Current Assets | Other Current Assets —Other current assets consist primarily of miscellaneous non-trade receivables and interest rate lock commitments from mortgage origination operations (see Derivative Instruments below). |
Derivatives Instruments | Derivative Instruments —Redfin Mortgage is party to IRLCs with customers resulting from mortgage origination operations. IRLCs for single-family mortgage loans that Redfin Mortgage intends to sell are considered free-standing derivatives. All free-standing derivatives are required to be recorded on our consolidated balance sheets at fair value. Since Redfin Mortgage can terminate a loan commitment if the borrower does not comply with the terms of the contract, and some loan commitments may expire without being drawn upon, these commitments do not necessarily represent future cash requirements. Interest rate risk related to the residential mortgage loans held for sale and IRLCs is offset using forward sales commitments. We manage this interest rate risk through the use of forward sales commitments on both a best efforts whole loans basis and on a mandatory basis. Forward sales commitments entered into on a mandatory basis are done through the use of commitments to sell mortgage-backed securities. We do not enter into or hold derivatives for trading or speculative purposes. Changes in the fair value of IRLCs and forward sales commitments are recognized as revenue, and the fair values are reflected in other current assets and accrued and other liabilities, as applicable. We estimate the fair value of an IRLC based on current market quotes for mortgage loans with similar characteristics, net of origination costs and fees adjusting for the probability that the mortgage loan will not fund according to the terms of commitment (referred to as a pull-through factor). The fair value measurements of our forward sales commitments use prices quoted directly to us from our counterparties. |
Property and Equipment | Property and Equipment —Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives. Depreciation and amortization is included in cost of revenue, marketing, technology and development, and general and administrative and is allocated based on estimated usage for each class of asset. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statements of operations. Repair and maintenance costs are expensed as incurred. Costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, direct internal and external costs relating to upgrades or enhancements that meet the capitalization criteria are capitalized in property and equipment and amortized on a straight-line basis over their estimated useful lives. Maintenance and enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the websites (or software) that result in added functionality, in which case the costs are capitalized. Capitalized software development activities placed in service are amortized over the expected useful lives of those releases. We view capitalized software costs as either internal use, or market and product expansion. Currently, internal use and expansion useful lives are estimated at two Estimated useful lives of website and software development activities are reviewed annually, or whenever events or changes in circumstances indicate that intangible assets may be impaired, and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades or enhancements to the existing functionality. |
Intangible Assets | Intangible Assets —Intangible assets are finite lived and mainly consist of trade names, developed technology, and customer relationships and are amortized over their estimated useful lives ranging from three |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets —Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such asset were considered to be impaired, an impairment loss would be recognized in the amount by which the carrying value of the asset exceeds its fair value. To date, no such impairment has occurred. |
Goodwill | Goodwill —Goodwill represents the excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets acquired in a business combination. Goodwill is not amortized, but is subject to impairment testing. We assess the impairment of goodwill on an annual basis, during the fourth quarter, or whenever events or changes in circumstances indicate that goodwill may be impaired. We perform impairment tests of goodwill at our reporting unit level. In order to test for goodwill impairment, we compare fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is less than its carrying amount, goodwill is written down for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized cannot exceed the carrying amount of goodwill. We use discounted cash flow models and market data of comparable guideline companies to determine the fair value of a reporting unit. The assumptions used in these models are consistent with those we believe a market participant would use. We have the option to perform a qualitative assessment of goodwill rather than completing the impairment test. We consider macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events, potential events affecting the reporting units, and changes in the fair value of our common stock. We must assess whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we conclude this is the case, we must perform the testing discussed above. Otherwise, we do not need to perform any further assessment. See Note 9 for more information. |
Other Assets, Noncurrent | Other Assets, Noncurrent —Other assets consists primarily of leased building security deposits and the noncurrent portion of prepaid assets. |
Leases | Leases —The extent of our lease commitments consists of operating leases for physical office locations with original terms ranging from one When available, the rate implicit in the lease to discount lease payments to present value would be used; however, none of our significant leases as of December 31, 2021 provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate for each portfolio of leases to discount the lease payments based on information available at lease commencement. We have evaluated the performance of existing leases in relation to our leasing strategy and have determined that most renewal options would not be reasonably certain to be exercised. The right-of-use asset and related lease liability are determined based on the lease component of the consideration in each lease contract. We have evaluated our lease portfolio for appropriate allocation of the consideration in the lease contracts between lease and nonlease components based on standalone prices and determined the allocation per the contracts to be appropriate. |
Mezzanine Equity | Mezzanine Equity —We have issued convertible preferred stock that we have determined is a financial instrument with both equity and debt characteristics and is classified as mezzanine equity in our consolidated financial statements. The instrument was initially recognized at fair value net of issuance costs. We reassess whether the instrument is currently redeemable or probable to become redeemable in the future as of each reporting date, in which, if the instrument meets either criteria, we will accrete the carrying value to the redemption value based on the effective interest method over the remaining term. To assess classification, we review all features of the instrument, including mandatory redemption features and conversion features that may be substantive. All financial instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (e.g. more equity-like or debt-like). Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the consolidated financial statements. We have evaluated our convertible preferred stock and determined that its nature is that of an equity host and no material embedded derivatives exist that would require bifurcation on our consolidated balance sheets. See Note 11 for more information. |
Foreign Currency Translation | Foreign Currency Translation —Our international operations generally use their local currency as their functional currency. Assets and liabilities are translated at exchange rates in effect at the balance sheet date. Income and expense accounts are translated at the average monthly exchange rates during the year. Resulting translation adjustments are reported as a component of other comprehensive income and recorded in accumulated other comprehensive (loss) income on our consolidated balance sheets. |
Income Taxes | Income Taxes —Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated balance sheets and tax bases of assets and liabilities at the applicable enacted tax rates. We establish a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before we are able to realize their benefits or if future deductibility is uncertain. We account for uncertainty in income taxes in accordance with ASC 740, Income Taxes . Tax positions are evaluated utilizing a two-step process, whereby we first determine whether it is more likely than not that a tax position will be sustained upon examination by the tax authority, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. Subsequent adjustments to amounts previously recorded impact the financial statements in the period during which the changes are identified. We recognize interest and penalties related to unrecognized tax benefits as income tax expense. |
Convertible Senior Notes | 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 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. |
Revenue Recognition, Nature and Disaggregation of Revenue | Revenue Recognition —We generate revenue primarily from commissions and fees charged on each real estate services transaction closed by our lead agents or partner agents, from the sale of homes, and from subscription-based product offerings for our rentals business. Our key revenue components are brokerage revenue, partner revenue, properties revenue, rentals revenue, mortgage revenue, and other revenue. We have utilized the allowable practical expedient in the accounting guidance and elected not to capitalize costs related to obtaining contracts with customers with durations of less than one year. We do not have significant remaining performance obligations. Revenue earned but not received is recorded as accrued revenue in accounts receivable on our consolidated balance sheets, net of an allowance for credit losses. Accrued revenue consisting of commission revenue is known and is clearing escrow, and therefore it is not estimated. Nature and Disaggregation of Revenue Real Estate Services Revenue Brokerage Revenue— Brokerage revenue includes our offer and listing services, where our lead agents represent homebuyers and home sellers. We recognize commission-based brokerage revenue upon closing of a brokerage transaction, less the amount of any commission refunds, closing-cost reductions, or promotional offers that may result in a material right. The transaction price is generally calculated by taking the agreed upon commission rate and applying that to the home's selling price. Brokerage revenue primarily contains a single performance obligation that is satisfied upon the closing of a transaction, at which point the entire transaction price is earned. We are not entitled to any commission until the performance obligation is satisfied and are not owed any commission for unsuccessful transactions, even if services have been provided. In conjunction with providing offering and listing services to our customers, we may offer promotional pricing or additional discounts on future services. This results in a material right to our customers and represents an additional performance obligation, for which the transaction price is allocated based on standalone selling prices. Amounts allocated to a promise to provide future listing or offering services at a significant discount are initially recorded as contract liabilities. Our promotional pricing and additional discounts have not resulted in a material impact to timing of revenue recognition. The balance of the corresponding contract liabilities are included in accrued and other liabilities on our consolidated balance sheets. See Note 10 for more information. Partner Revenue— Partner revenue consists of fees paid to us from partner agents or under other referral agreements, less the amount of any payments we make to homebuyers and home sellers. We recognize these fees as revenue on the closing of a transaction. The transaction price is a fixed percentage of the partner agent's commission. The partner agent or other entity related to our referral agreements directly remits the referral fee revenue to us. We are neither entitled to referral fee revenue, nor is our performance obligation satisfied, until the related referred home's sale closes. Properties Revenue Properties Revenue— Properties revenue consists of revenue earned when we sell homes that we previously bought directly from homeowners. Properties revenue is recorded at closing on a gross basis, representing the sales price of the home. Our contracts with customers contain a single performance obligation that is satisfied upon a transaction closing. We do not offer warranties for sold homes, and there are no continuing performance obligations following the transaction close date. Rentals Revenue Rentals Revenue —Rentals revenue is primarily composed of subscription-based product offerings for internet listing services, as well as lead management and digital marketing solutions. Rentals revenue is recorded as a component of service revenue in our consolidated statements of comprehensive loss. Revenue is recognized upon transfer of control of promised service to customers over time in an amount that reflects the consideration we expect to receive in exchange for those services. Revenues from subscription-based services are recognized on a straight-line basis over the term of the contract, which generally have a term of less than one year. Revenue is presented net of sales allowances, which are not material. The transaction price for a contract is generally determined by the stated price in the contract, excluding any related sales taxes. We enter into contracts that can include various combinations of subscription services, which are capable of being distinct and accounted for as separate performance obligations. We allocate the transaction price to each performance obligation in the contract on a relative stand-alone selling price basis. Generally, the combinations of subscription services are fulfilled concurrently and are co-terminus. Our rentals contracts do not contain any refund provisions other than in the event of our non-performance or breach. Mortgage Revenue Mortgage Revenue— Mortgage revenue includes fees earned from mortgage origination services. Mortgage revenue is recognized (1) when an interest rate lock commitment is made to a customer, adjusted for a pull-through percentage, (2) for origination fees, when the purchase or refinance of a loan is complete, and (3) when the fair value of our interest rate lock commitments, forward sale commitments, and loans held for sale are recorded at current market quotes. Mortgage origination services are not subject to the guidance in ASC 606, Revenue from Contracts with Customers , as the scope of the standard does not apply to revenue on contracts accounted for under ASC 860 Transfers and Servicing. Other Revenue Other Revenue— Other services revenue includes fees earned from title settlement services, Walk Score data services, and advertising. Substantially all fees and revenue from other services are recognized when the service is provided. Intercompany Eliminations |
Cost of Revenue | Cost of Revenue —Cost of revenue consists primarily of personnel costs (including base pay, benefits, and stock-based compensation), transaction bonuses, home-touring and field expenses, listing expenses, home costs related to our properties segment, customer fulfillment costs related to our rentals segment, office and occupancy expenses, and depreciation and amortization related to fixed assets and acquired intangible assets. Home costs related to our properties segment include home purchase costs, capitalized improvements, selling expenses directly attributable to the transaction, and home maintenance expenses. |
Technology and Development | Technology and Development—Technology and development expenses primarily include personnel costs (including base pay, bonuses, benefits, and stock-based compensation), data licenses, software and equipment, and infrastructure such as for data centers and hosted services. The expenses also include amortization of capitalized internal-use software and website and mobile application development costs as well as amortization of acquired intangible assets. We expense research and development costs as incurred and record them in technology and development expenses. |
Advertising and Advertising Production Costs | Advertising and Advertising Production Costs—We expense advertising costs as they are incurred and production costs as of the first date the advertisement takes place. |
Stock-based Compensation | Stock-based Compensation —We account for stock-based compensation by measuring and recognizing as compensation expense the fair value of all share-based payment awards made to employees, including stock options and restricted stock unit awards, and shares forecasted to be issued pursuant to our ESPP, in each case based on estimated grant date fair values. Stock-based compensation expense is recognized over the requisite service period on a straight-line basis. The Black-Scholes-Merton option-pricing model is used to determine the fair value of stock options and shares forecasted to be issued pursuant to our ESPP. For restricted stock unit awards and restricted stock unit awards with performance conditions, we use the market value of our common stock on the date of grant to determine the fair value of the award. For restricted stock unit awards with market conditions, the market condition is reflected in the grant date fair value of the award using a Monte Carlo simulation. In valuing stock options and shares forecasted to be issued pursuant to our ESPP, we make assumptions about expected life, stock price volatility, risk-free interest rates and expected dividends. Expected Life —The expected term was estimated using the simplified method allowed under guidance from the SEC as our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. Volatility —The expected stock price volatility for our common stock was estimated by taking the average historical price volatility for industry peers based on daily price observations. Industry peers consist of several public companies in the real estate and technology industries. Risk-Free Rate —The risk-free interest rate is based on the yields of U.S. treasury securities with maturities similar to the expected term of the options for each option group. Dividend Yield —We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used. Business Combinations— The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition. We record assets and liabilities of an acquired business at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements —In August 2020, the Financial Accounting Standards Board issued authoritative guidance under 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. 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 the new standard 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. Recently Issued Accounting Pronouncements —None applicable. |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | We early adopted the new standard 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) |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of assets acquired and liabilities assumed as a result of the RentPath Acquisition. As of December 31, 2021, the amount allocated to the opening balance of deferred tax liabilities assumed in the RentPath Acquisition is provisional and subject to revision as more detailed analyses are completed and additional information about the amount of this balance becomes available: Cash and cash equivalents (1) $ 334 Accounts receivable 7,726 Prepaid expenses 5,483 Other current assets 416 Property and equipment, net 3,103 Operating lease right-of-use assets 12,330 Intangible assets 211,000 Goodwill 400,196 Total assets 640,588 Accounts payable (1,355) Accrued and other liabilities (1) (9,412) Lease liabilities (1,264) Lease liabilities and deposits, noncurrent (11,066) Payroll tax liabilities, noncurrent (1,030) Deferred tax liabilities (8,461) Total liabilities (32,588) Total purchase consideration $ 608,000 (1) On April 2, 2021, $334 of cash and cash equivalents owed to a wind-down company remained in RentPath's primary operating account due to the timing of bank transfers and wires. The cash and cash equivalents were recorded at fair value along with an offsetting due-to liability on April 2, 2021. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table provides the fair values of the RentPath intangible assets, along with their estimated useful lives: Estimated Fair Value Estimated Useful Life Trade names $ 70,000 10 Developed technology 60,500 3 Customer relationships 80,500 10 Total $ 211,000 |
Business Acquisition, Pro Forma Information | The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the RentPath Acquisition had taken place at such time. The pro forma financial information presented below includes adjustments for bankruptcy costs, depreciation and amortization, provision for income taxes, transaction costs, and interest expense related to debt that would not have been incurred if we had consummated the RentPath Acquisition on January 1, 2020: Year Ended December 31, 2021 2020 Revenue $ 1,965,689 $ 1,080,482 Net loss (122,833) (50,161) |
Segment Reporting and Revenue -
Segment Reporting and Revenue - (Tables) | 12 Months Ended |
Dec. 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: Year Ended December 31, 2021 2020 2019 Revenue Real estate services (brokerage) $ 849,288 $ 607,513 $ 496,480 Real estate services (partner) 54,046 43,695 27,060 Properties 880,653 209,686 240,507 Rentals 121,877 — — Mortgage 19,818 15,835 6,097 Other 13,609 12,377 11,537 Intercompany eliminations (16,526) (3,013) (1,885) Total $ 1,922,765 $ 886,093 $ 779,796 Cost of revenue Real estate services 603,320 417,140 373,150 Properties 870,052 214,382 245,189 Rentals 21,739 — — Mortgage 26,096 15,627 9,978 Other 14,264 9,847 9,261 Intercompany eliminations (16,526) (3,013) (1,885) Total $ 1,518,945 $ 653,983 $ 635,693 Gross Profit Real estate services 300,014 234,068 150,390 Properties 10,601 (4,696) (4,682) Rentals 100,138 — — Mortgage (6,278) 208 (3,881) Other (655) 2,530 2,276 Total $ 403,820 $ 232,110 $ 144,103 Real estate services, properties, mortgage, and other operating expenses 367,269 231,318 223,349 Rentals operating expenses 146,504 — — Interest income 635 2,074 7,146 Interest expense (11,762) (19,495) (8,928) Income tax benefit 6,107 — — Other income (expense), net 5,360 (1,898) 223 Net loss $ (109,613) $ (18,527) $ (80,805) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | December 31, Notional Amounts 2021 2020 Forward sales commitments $ 70,550 $ 130,109 IRLCs 67,485 88,923 |
Derivative Instruments, Gain (Loss) | The locations and amounts of gains (losses) recognized in revenue related to our derivatives are as follows: Year Ended December 31, Instrument Classification 2021 2020 2019 Forward sales commitments Service revenue $ 518 $ (184) $ 96 IRLCs Service revenue (641) 1,342 176 |
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 on our consolidated balance sheets, is set forth below: Balance at December 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Significant Assets Cash equivalents Money market funds $ 509,971 $ 509,971 $ — $ — Total cash equivalents 509,971 509,971 — — Short-term investments U.S. treasury securities 16,718 16,718 — — Agency bonds 11,906 11,906 — — Equity securities 5,113 5,113 — — Loans held for sale 35,759 — 35,759 — Prepaid expenses and other current assets Forward sales commitments 138 — 138 — IRLCs 1,191 — — 1,191 Total prepaid expenses and other current assets 1,329 — 138 1,191 Long-term investments U.S. treasury securities 54,828 54,828 — — Total assets $ 635,624 $ 598,536 $ 35,897 $ 1,191 Liabilities Accrued and other liabilities Forward sales commitments $ 93 $ — $ 93 $ — IRLCs 60 — — 60 Total liabilities $ 153 $ — $ 93 $ 60 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 — Prepaid expenses and other current assets Forward sales commitments 34 — 34 — IRLCs 1,781 — — 1,781 Total prepaid expenses and 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 and other liabilities Forward sales commitments $ 507 $ — $ 507 $ — IRLCs 10 — — 10 Total liabilities $ 517 $ — $ 507 $ 10 |
Fair Value Measurement Inputs and Valuation Techniques | The following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs: Key Inputs Valuation Technique December 31, 2021 December 31, 2020 Weighted-average pull-through rate Market pricing 71.1% 72.3% |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following is a summary of changes in the fair value of IRLCs for the period ended December 31, 2021: Balance, net—January 1, 2021 $ 1,771 Issuances of IRLCs 18,415 Settlements of IRLCs (18,827) Net loss recognized in earnings (228) Balance, net—December 31, 2021 $ 1,131 Changes in fair value recognized during the period relating to assets still held at December 31, 2021 $ (641) |
Schedule of Long-term Debt Instruments | The following table presents the carrying amounts and estimated fair values of our convertible senior notes that are not recorded at fair value on our consolidated balance sheets: December 31, 2021 December 31, 2020 Issuance Net Carrying Amount Estimated Fair Value Net Carrying Amount Estimated Fair Value 2023 notes $ 23,280 $ 34,487 $ 22,482 $ 59,894 2025 notes 650,783 593,366 488,268 802,083 2027 notes 563,234 467,814 — — December 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 $ 17,089 3.00 % $ 50,000 $ 18,277 3.25 % Texas Capital Bank, N.A. 40,000 11,852 3.01 % 40,000 12,903 3.35 % Flagstar Bank, FSB 25,000 4,102 3.00 % 15,000 7,849 3.00 % Total $ 115,000 $ 33,043 — $ 105,000 $ 39,029 — December 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 $ 200,000 $ 199,781 3.30 % $ 100,000 $ 23,949 4.40 % |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure | The cost or amortized cost, gross unrealized gains and losses, and estimated fair market value of our cash, money market funds, restricted cash, available-for-sale investments, and equity securities were as follows: December 31, 2021 Fair Value Hierarchy Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, Restricted Cash Short-term Investments Long-term Investments Cash N/A $ 81,032 $ — $ — $ 81,032 $ 81,032 $ — $ — Money markets funds Level 1 509,971 — — 509,971 509,971 — — Restricted cash N/A 127,278 — — 127,278 127,278 — — U.S. treasury securities Level 1 71,749 1 (204) 71,546 — 16,718 54,828 Agency bonds Level 1 11,900 6 — 11,906 — 11,906 — Equity securities Level 1 500 4,613 — 5,113 — 5,113 — Total $ 802,430 $ 4,620 $ (204) $ 806,846 $ 718,281 $ 33,737 $ 54,828 December 31, 2020 Fair Value Hierarchy Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, Restricted Cash Short-term Investments Long-term Investments Cash N/A $ 32,915 $ — $ — $ 32,915 $ 32,915 $ — $ — Money markets funds Level 1 886,261 — — 886,261 886,261 — — Restricted cash N/A 20,544 — — 20,544 20,544 — — U.S. treasury securities Level 1 137,502 159 — 137,661 6,100 131,561 — Agency bonds Level 1 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) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The components of inventory were as follows: December 31, 2021 2020 Properties for sale $ 119,410 $ 17,153 Properties not available for sale 16,377 7,225 Properties under improvement 222,434 24,780 Inventory $ 358,221 $ 49,158 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The components of property and equipment were as follows: December 31, Useful Lives (years) 2021 2020 Leasehold improvements Shorter of lease term or economic life $ 33,455 $ 29,558 Website and software development costs 2 - 3 50,439 33,278 Computer and office equipment 3 - 5 14,216 7,765 Software 3 1,871 1,858 Furniture 7 8,091 7,450 Property and equipment, gross 108,072 79,909 Accumulated depreciation and amortization (59,766) (41,614) Construction in progress 10,365 5,693 Property and equipment, net $ 58,671 $ 43,988 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: Year Ended December 31, Lease Cost Classification 2021 2020 Operating lease cost: Operating lease cost (1) Cost of revenue $ 9,437 $ 8,571 Operating lease cost (1) Operating expenses 6,123 4,370 Total operating lease cost $ 15,560 $ 12,941 Finance lease cost: Amortization of right-of-use assets Cost of revenue $ 492 $ 130 Interest on lease liabilities Cost of revenue 73 20 Total finance lease cost $ 565 $ 150 (1) Includes lease expense with initial terms of twelve months or less of $1,464 and $998 for the year ended December 31, 2021 and 2020. December 31, Lease Term and Discount Rate 2021 2020 Weighted-average remaining operating lease term (years) 4.8 5.2 Weighted-average remaining finance lease term (years) 3.2 3.5 Weighted-average discount rate for operating leases 4.4 % 4.4 % Weighted-average discount rate for finance leases 5.4 % 5.4 % Year Ended December 31, Supplemental Cash Flow Information 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 16,421 $ 14,207 Operating cash outflows from finance leases 83 20 Financing cash outflows from finance leases 347 102 Right-of-use assets obtained in exchange for lease liabilities Operating leases $ 7,677 $ 1,186 Finance leases 1,333 669 |
Lessee, Operating Lease, Liability, Maturity | Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2022 $ 17,234 $ 574 $ 929 $ 18,737 2023 16,224 561 334 17,119 2024 14,653 475 312 15,440 2025 11,233 156 193 11,582 2026 10,495 — 18 10,513 Thereafter 6,434 — — 6,434 Total lease payments $ 76,273 $ 1,766 $ 1,786 $ 79,825 Less: Interest (1) 7,636 141 Present value of lease liabilities $ 68,637 $ 1,625 (1) Includes interest on operating leases of $2,674 and financing leases of $73 due within the next twelve months. |
Schedule of Maturity of Financing Lease Liabilities | Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2022 $ 17,234 $ 574 $ 929 $ 18,737 2023 16,224 561 334 17,119 2024 14,653 475 312 15,440 2025 11,233 156 193 11,582 2026 10,495 — 18 10,513 Thereafter 6,434 — — 6,434 Total lease payments $ 76,273 $ 1,766 $ 1,786 $ 79,825 Less: Interest (1) 7,636 141 Present value of lease liabilities $ 68,637 $ 1,625 (1) Includes interest on operating leases of $2,674 and financing leases of $73 due within the next twelve months. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments | Future payments due under these agreements as of December 31, 2021 are as follows: Homes Under Contract Other Commitments 2022 $ 15,690 $ 17,392 2023 — 2,938 2024 — 1,087 2025 — — 2026 — — Thereafter — — Total future minimum payments $ 15,690 $ 21,417 |
Acquired Intangible Assets (Tab
Acquired Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table presents the gross carrying amount and accumulated amortization of intangible assets: December 31, 2021 December 31, 2020 Weighted-Average Useful Gross Accumulated Net Gross Accumulated Amortization Net Trade names 10 $ 71,040 $ (6,004) $ 65,036 $ 1,040 $ (650) $ 390 Developed technology 3.3 63,480 (17,285) 46,195 2,980 (1,862) 1,118 Customer relationship 10 81,360 (6,662) 74,698 860 (538) 322 $ 215,880 $ (29,951) $ 185,929 $ 4,880 $ (3,050) $ 1,830 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents our estimate of remaining amortization expense for intangible assets that existed as of December 31, 2021: 2022 $ 35,705 2023 35,705 2024 20,458 2025 15,050 2026 15,050 Thereafter 63,961 Estimated remaining amortization expense $ 185,929 |
Schedule of Goodwill | The following table presents the carrying amount of goodwill: Balance as of December 31, 2020 $ 9,186 Goodwill resulting from acquisition 400,196 Balance as of December 31, 2021 $ 409,382 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The components of accrued and other liabilities were as follows: December 31, 2021 2020 Accrued compensation and benefits $ 78,437 $ 49,238 Miscellaneous accrued and other liabilities 25,217 22,906 Payroll tax liability deferred by the CARES Act 7,760 6,812 Customer contract liabilities 6,708 3,688 Total accrued and other liabilities $ 118,122 $ 82,644 |
Equity and Equity Compensatio_2
Equity and Equity Compensation Plans (Tables) | 12 Months Ended |
Dec. 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: December 31, 2021 2020 Stock options issued and outstanding 4,019,011 5,733,738 Restricted stock units outstanding 4,617,425 4,459,743 Shares available for future equity grants 15,205,854 11,309,377 Total shares reserved for future issuance 23,842,290 21,502,858 We have reserved shares of common stock for future issuance under our ESPP as follows: December 31, 2021 2020 Shares available for issuance at beginning of period 4,039,667 3,330,271 Shares issued during the period (334,248) (320,609) Total shares available for issuance at end of period 3,705,419 3,009,662 |
Schedule of Valuation Assumptions | The weighted-average grant date fair value and the assumptions used in calculating fair values of shares forecasted to be issued pursuant to our ESPP are as follows: For the Offering Period beginning July 1, 2021 For the Offering Period beginning January 1, 2021 Expected life 0.5 years 0.5 years Volatility 74.50% 61.49% Risk-free interest rate 0.05% 0.09% Dividend yield —% —% Weighted-average grant date fair value $22.79 $21.41 |
Schedule of Stock Option Activity | Option activity for the year ended December 31, 2021 was as follows: Number Of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at January 1, 2021 5,733,738 $ 7.23 4.39 $ 352,076 Options exercised (1,709,324) 5.34 Options forfeited or cancelled (5,403) 10.80 Outstanding at December 31, 2021 4,019,011 $ 8.02 3.73 $ 122,038 Options exercisable at December 31, 2021 3,869,011 $ 7.27 3.59 $ 120,404 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The fair value of stock option awards was estimated at the grant date with the following weighted-average assumptions: December 31, 2021 2020 2019 Expected life 0 years 0 years 6.5 years Volatility —% —% 33.76% Risk-free interest rate —% —% 2.12% Dividend yield —% —% —% Weighted-average grant date fair value $— $— $3.22 The fair value of stock options vested and the intrinsic value of stock options exercised are as follows: Year Ended December 31, 2021 2020 2019 Fair value of options vested $ 793 $ 2,228 $ 4,747 Intrinsic value of options exercised 90,920 55,822 20,811 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Restricted stock unit activity for the year ended December 31, 2021 was as follows: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at January 1, 2021 4,459,743 $ 27.44 Granted 2,424,523 44.82 Vested (1,559,425) 25.70 Forfeited or canceled (707,416) 27.60 Outstanding or deferred at December 31, 2021 (1) 4,617,425 $ 37.13 (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 December 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 the 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: Year Ended December 31, 2021 2020 2019 Expense associated with the current period $ 6,314 $ 2,664 $ 894 Expense due to reassessment of achievement related to prior periods — 190 (610) Total expense $ 6,314 $ 2,854 $ 284 Year Ended December 31, 2021 2020 2019 Cost of revenue $ 13,614 $ 8,844 $ 6,087 Technology and development (1) 23,275 16,564 12,362 Marketing 2,350 1,569 1,418 General and administrative 15,483 9,996 7,947 Total stock-based compensation $ 54,722 $ 36,973 $ 27,814 (1) Net of $4,059, $2,348 and $1,280 of stock-based compensation expense capitalized for internally developed software for the years ended December 31, 2021, 2020 and 2019, respectively. |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stock (Tables) | 12 Months Ended |
Dec. 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: Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (109,613) $ (18,527) $ (80,805) Dividends on convertible preferred stock (7,269) (4,454) — Net loss attributable to common stock—basic and diluted $ (116,882) $ (22,981) $ (80,805) Denominator: Weighted-average shares—basic and diluted (1) 104,683,460 98,574,529 91,583,533 Net loss per share attributable to common stock—basic and diluted $ (1.12) $ (0.23) $ (0.88) (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 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 attributable to common stock for the periods presented because their effect would have been anti-dilutive. Year Ended December 31, 2021 2020 2019 2023 notes as if converted 769,623 838,821 — 2025 notes as if converted 9,119,960 9,119,960 — 2027 notes as if converted 6,147,900 — — Convertible preferred stock as if converted 2,040,000 2,040,000 — Stock options outstanding (1) 4,019,011 5,733,738 7,792,181 Restricted stock units outstanding (1)(2) 4,589,696 4,443,315 5,023,412 Total 26,686,190 22,175,834 12,815,593 (1) Excludes 335,383 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. (2) Excludes 27,729 restricted stock units whose settlement into common stock were deferred at the option of certain non-employee directors as of December 31, 2021. |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The following table represents the significant components of our deferred tax assets and liabilities for the periods presented: December 31, 2021 2020 Deferred income tax assets Net operating loss carryforwards $ 143,917 $ 57,763 Business interest limitation carryforwards 35,234 — Tax credit carryforwards 18,828 12,422 Stock-based compensation 7,117 6,011 Compensation accruals 7,606 7,026 Lease liabilities 17,396 17,540 Accruals and reserves 4,542 1,004 Fixed assets 3,887 1,075 Gross deferred income tax assets 238,527 102,841 Valuation allowance (176,872) (44,307) Total deferred income tax assets, net of valuation allowance 61,655 58,534 Deferred income tax liabilities Intangible assets (48,250) (514) Convertible senior notes — (45,616) Right-of-use assets (13,465) (12,404) Other (1,141) — Total deferred income tax liabilities (62,856) (58,534) Net deferred income tax assets and liabilities $ (1,201) $ — |
Summary of Operating Loss Carryforwards | The following table represents our net operating loss ("NOL") carryforwards as of December 31, 2021 and 2020: December 31, 2021 2020 Federal $ 611,296 $ 227,751 Various states 18,777 12,576 Foreign 3,213 2,050 |
Schedule of Effective Income Tax Rate Reconciliation | The following table is a reconciliation of the U.S. federal income tax at statutory rate to our effective income tax rate: December 31, 2021 2020 2019 U.S. federal income tax at statutory rate 21.00 % 21.00 % 21.00 % State taxes (net of federal benefit) 9.06 25.23 4.71 Stock-based compensation 14.88 69.14 1.20 Permanent differences (0.12) (1.03) (0.97) Federal research and development credit 5.41 20.42 2.45 Change in valuation allowance (41.89) (132.88) (29.73) Other (1.62) 1.32 1.34 Acquisition costs (1.44) — — Extinguishment of 2023 Notes — (3.20) — Effective income tax rate 5.28 % — % — % |
Schedule of Components of Income Tax Benefit | The following table summarizes the components of our income tax benefit for the periods presented: December 31, 2021 2020 2019 Current income tax expense: U.S. - State $ 1,215 $ — $ — Total current income tax expense 1,215 — — Deferred income tax benefit: U.S. - State (7,322) — — Total deferred income tax benefit (7,322) — — Total income tax benefit $ (6,107) $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to unrecognized tax benefits: December 31, 2021 2020 Unrecognized benefit—beginning of year $ 3,105 $ 2,159 Gross decreases—prior year tax positions 32 — Gross increases—current year tax positions 1,555 946 Unrecognized benefit—end of year $ 4,692 $ 3,105 |
Debt - (Tables)
Debt - (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table presents the carrying amounts and estimated fair values of our convertible senior notes that are not recorded at fair value on our consolidated balance sheets: December 31, 2021 December 31, 2020 Issuance Net Carrying Amount Estimated Fair Value Net Carrying Amount Estimated Fair Value 2023 notes $ 23,280 $ 34,487 $ 22,482 $ 59,894 2025 notes 650,783 593,366 488,268 802,083 2027 notes 563,234 467,814 — — December 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 $ 17,089 3.00 % $ 50,000 $ 18,277 3.25 % Texas Capital Bank, N.A. 40,000 11,852 3.01 % 40,000 12,903 3.35 % Flagstar Bank, FSB 25,000 4,102 3.00 % 15,000 7,849 3.00 % Total $ 115,000 $ 33,043 — $ 105,000 $ 39,029 — December 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 $ 200,000 $ 199,781 3.30 % $ 100,000 $ 23,949 4.40 % |
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 $120,238 of our 2023 notes. On July 20, 2021, our 2023 notes became redeemable by us, but we did not exercise our redemption right during the three months ended December 31, 2021. 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 and April 5, 2021, with an aggregate principal amount of $575,000. The components of the convertible senior notes are as follows: December 31, 2021 Issuance Aggregate Principal Amount Unamortized Debt Discount Unamortized Debt Issuance Costs Net Carrying Amount 2023 notes $ 23,512 $ — $ 232 $ 23,280 2025 notes 661,250 — 10,467 650,783 2027 notes 575,000 — 11,766 563,234 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 Year End December 31, 2021 2020 2019 2023 notes Contractual interest expense $ 413 $ 2,113 $ 2,516 Amortization of debt discount — 4,735 5,405 Amortization of debt issuance costs 189 623 724 Total interest expense $ 602 $ 7,471 $ 8,645 2025 notes Contractual interest expense — — — Amortization of debt discount — 5,693 — Amortization of debt issuance costs 2,760 346 — Total interest expense $ 2,760 $ 6,039 $ — 2027 notes Contractual interest expense 2,187 — — Amortization of debt discount — — — Amortization of debt issuance costs 1,705 — — Total interest expense $ 3,892 $ — $ — Total Contractual interest expense 2,600 2,113 2,516 Amortization of debt discount — 10,428 5,405 Amortization of debt issuance costs 4,654 969 724 Total interest expense $ 7,254 $ 13,510 $ 8,645 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)classOfReceivablecategoryinvestment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 31, 2022USD ($) | Jan. 01, 2021USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Restricted cash | $ 127,278,000 | $ 20,544,000 | $ 12,769,000 | ||
Cash and cash equivalents | $ 591,003,000 | 925,276,000 | 234,679,000 | ||
Material classes of receivables | classOfReceivable | 3 | ||||
Number of types of investments | investment | 2 | ||||
Number of inventory categories | category | 3 | ||||
Real estate rental period | 30 days | ||||
Fair value of loans held for sale | $ 660,000 | 1,353,000 | |||
Goodwill | 409,382,000 | 9,186,000 | |||
Accumulated impairments to goodwill | $ 0 | ||||
Lessee, finance lease, term of contract | 4 years | ||||
Advertising costs | $ 119,278,000 | 42,919,000 | 62,536,000 | ||
Advertising production costs | 2,303,000 | 256,000 | $ 2,029,000 | ||
Accumulated deficit | $ (372,164,000) | $ (270,313,000) | $ (262,551,000) | ||
Measurement period Adjustments | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accumulated deficit | $ 7,762,000 | ||||
Minimum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Useful Lives (years) | 2 years | ||||
Intangible assets, useful life | 3 years | ||||
Operating lease term | 1 year | ||||
Maximum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Useful Lives (years) | 3 years | ||||
Intangible assets, useful life | 10 years | ||||
Operating lease term | 11 years | ||||
Proceeds from Home Sales | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Restricted cash | $ 84,210,000 | ||||
Proceeds from Home Sales | Subsequent Event | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cash and cash equivalents | $ 84,210,000 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Schedule of New Accounting Pronouncements & Changes in Accounting Principle (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Convertible senior notes, net | $ 23,280 | $ 25,205 | $ 22,482 |
Convertible senior notes, net, noncurrent | 1,214,017 | 648,023 | 488,268 |
Additional paid-in capital | 682,084 | 690,316 | 860,556 |
Accumulated deficit | $ (372,164) | (262,551) | $ (270,313) |
Measurement period Adjustments | |||
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 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | Apr. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Cash paid for acquisition | $ 608,000 | $ 0 | $ 0 | |
Acquisition related costs | 7,925 | |||
Acquisition-related Costs | ||||
Business Acquisition [Line Items] | ||||
Material non-recurring recurring adjustments | (77,613) | (34,283) | ||
RentPath Holdings Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash paid for acquisition | $ 608,000 | |||
Revenues | 121,877 | |||
Material non-recurring recurring adjustments | $ (122,833) | $ (50,161) |
Business Combinations - Schedul
Business Combinations - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Apr. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 409,382 | $ 9,186 | |
RentPath Holdings Acquisition | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 334 | ||
Accounts receivable | 7,726 | ||
Prepaid expenses | 5,483 | ||
Other current assets | 416 | ||
Property and equipment, net | 3,103 | ||
Operating lease right-of-use assets | 12,330 | ||
Intangible assets | 211,000 | ||
Goodwill | 400,196 | ||
Total assets | 640,588 | ||
Accounts payable | (1,355) | ||
Accrued and other liabilities | (9,412) | ||
Lease liabilities | (1,264) | ||
Lease liabilities and deposits, noncurrent | (11,066) | ||
Payroll tax liabilities, noncurrent | (1,030) | ||
Deferred tax liabilities | (8,461) | ||
Total liabilities | (32,588) | ||
Total purchase consideration | $ 608,000 |
Business Combinations - Sched_2
Business Combinations - Schedule of Finite-Lived Intangible Assets as Part of Business Combination (Details) - USD ($) $ in Thousands | Apr. 02, 2021 | Dec. 31, 2021 |
Trade names | ||
Business Acquisition [Line Items] | ||
Weighted-Average Useful Life (years) | 10 years | |
Customer relationship | ||
Business Acquisition [Line Items] | ||
Weighted-Average Useful Life (years) | 10 years | |
RentPath Holdings Acquisition | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value | $ 211,000 | |
RentPath Holdings Acquisition | Trade names | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value | $ 70,000 | |
Weighted-Average Useful Life (years) | 10 years | |
RentPath Holdings Acquisition | Application Platform | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value | $ 60,500 | |
Weighted-Average Useful Life (years) | 3 years | |
RentPath Holdings Acquisition | Customer relationship | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value | $ 80,500 | |
Weighted-Average Useful Life (years) | 10 years |
Business Combinations - Unaudit
Business Combinations - Unaudited Pro Forma Results (Details) - RentPath Holdings Acquisition - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 1,965,689 | $ 1,080,482 |
Net loss | $ (122,833) | $ (50,161) |
Segment Reporting and Revenue_2
Segment Reporting and Revenue - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 6 |
Number of reportable segments | 4 |
Segment Reporting and Revenue_3
Segment Reporting and Revenue - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenue | $ 1,922,765 | $ 886,093 | $ 779,796 |
Cost of revenue | 1,518,945 | 653,983 | 635,693 |
Gross profit | 403,820 | 232,110 | 144,103 |
Operating expenses | 513,773 | 231,318 | 223,349 |
Interest income | 635 | 2,074 | 7,146 |
Interest expense | (11,762) | (19,495) | (8,928) |
Income tax benefit | 6,107 | 0 | 0 |
Other income (expense), net | 5,360 | (1,898) | 223 |
Net loss | (109,613) | (18,527) | (80,805) |
Real Estate Segment [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Gross profit | 300,014 | 234,068 | 150,390 |
Properties | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Gross profit | 10,601 | (4,696) | (4,682) |
Rentals | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Gross profit | 100,138 | 0 | 0 |
Operating expenses | 146,504 | 0 | 0 |
Mortgage | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Gross profit | (6,278) | 208 | (3,881) |
Real Estate And Properties Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Operating expenses | 367,269 | 231,318 | 223,349 |
Operating Segments | Real Estate Segment [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Cost of revenue | 603,320 | 417,140 | 373,150 |
Operating Segments | Real Estate Segment [Member] | Real estate services (brokerage) | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenue | 849,288 | 607,513 | 496,480 |
Operating Segments | Real Estate Segment [Member] | Real estate services (partner) | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenue | 54,046 | 43,695 | 27,060 |
Operating Segments | Properties | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenue | 880,653 | 209,686 | 240,507 |
Cost of revenue | 870,052 | 214,382 | 245,189 |
Operating Segments | Rentals | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenue | 121,877 | 0 | 0 |
Cost of revenue | 21,739 | 0 | 0 |
Operating Segments | Mortgage | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenue | 19,818 | 15,835 | 6,097 |
Cost of revenue | 26,096 | 15,627 | 9,978 |
Other | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenue | 13,609 | 12,377 | 11,537 |
Cost of revenue | 14,264 | 9,847 | 9,261 |
Gross profit | (655) | 2,530 | 2,276 |
Intercompany eliminations | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenue | (16,526) | (3,013) | (1,885) |
Cost of revenue | $ (16,526) | $ (3,013) | $ (1,885) |
Financial Instruments - Notiona
Financial Instruments - Notional Amounts of Derivatives (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Forward sales commitments | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Notional Amounts | $ 70,550 | $ 130,109 |
IRLCs | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Notional Amounts | $ 67,485 | $ 88,923 |
Financial Instruments - Amounts
Financial Instruments - Amounts of gains/(losses) recognized in income (Details) - Service revenue - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Forward sales commitments | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Gain (loss) on derivative | $ 518 | $ (184) | $ 96 |
IRLCs | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Gain (loss) on derivative | $ (641) | $ 1,342 | $ 176 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Assets, Liabilities, and Equity Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Equity securities | ||
Assets | ||
Short-term investments | $ 5,113 | |
Fair Value, Measurements, Recurring | ||
Assets | ||
Cash equivalents | 509,971 | $ 892,361 |
Short-term investments | 33,737 | 131,561 |
Loans held for sale | 35,759 | 42,539 |
Prepaid expenses and other current assets | 1,329 | 1,815 |
U.S. treasury securities | 54,828 | 11,922 |
Total assets | 635,624 | 1,080,198 |
Liabilities | ||
Total liabilities | 153 | 517 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash equivalents | 509,971 | 892,361 |
Loans held for sale | 0 | 0 |
Prepaid expenses and other current assets | 0 | 0 |
Total assets | 598,536 | 1,035,844 |
Liabilities | ||
Total liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Loans held for sale | 35,759 | 42,539 |
Prepaid expenses and other current assets | 138 | 34 |
Total assets | 35,897 | 42,573 |
Liabilities | ||
Total liabilities | 93 | 507 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Loans held for sale | 0 | 0 |
Prepaid expenses and other current assets | 1,191 | 1,781 |
Total assets | 1,191 | 1,781 |
Liabilities | ||
Total liabilities | 60 | 10 |
Fair Value, Measurements, Recurring | U.S. treasury securities | ||
Assets | ||
Short-term investments | 16,718 | 131,561 |
U.S. treasury securities | 54,828 | 0 |
Fair Value, Measurements, Recurring | U.S. treasury securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Short-term investments | 16,718 | 131,561 |
U.S. treasury securities | 54,828 | |
Fair Value, Measurements, Recurring | U.S. treasury securities | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Short-term investments | 0 | 0 |
U.S. treasury securities | 0 | |
Fair Value, Measurements, Recurring | U.S. treasury securities | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Short-term investments | 0 | 0 |
U.S. treasury securities | 0 | |
Fair Value, Measurements, Recurring | Agency bonds | ||
Assets | ||
Short-term investments | 11,906 | 0 |
U.S. treasury securities | 0 | 11,922 |
Fair Value, Measurements, Recurring | Agency bonds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Short-term investments | 11,906 | |
U.S. treasury securities | 11,922 | |
Fair Value, Measurements, Recurring | Agency bonds | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Short-term investments | 0 | |
U.S. treasury securities | 0 | |
Fair Value, Measurements, Recurring | Agency bonds | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Short-term investments | 0 | |
U.S. treasury securities | 0 | |
Fair Value, Measurements, Recurring | Equity securities | ||
Assets | ||
Short-term investments | 5,113 | |
U.S. treasury securities | 0 | |
Fair Value, Measurements, Recurring | Equity securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Short-term investments | 5,113 | |
Fair Value, Measurements, Recurring | Equity securities | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Short-term investments | 0 | |
Fair Value, Measurements, Recurring | Equity securities | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Short-term investments | 0 | |
Fair Value, Measurements, Recurring | Forward sales commitments | ||
Assets | ||
Prepaid expenses and other current assets | 138 | 34 |
Liabilities | ||
Liabilities | 93 | 507 |
Fair Value, Measurements, Recurring | Forward sales commitments | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Prepaid expenses and other current assets | 0 | 0 |
Liabilities | ||
Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Forward sales commitments | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Prepaid expenses and other current assets | 138 | 34 |
Liabilities | ||
Liabilities | 93 | 507 |
Fair Value, Measurements, Recurring | Forward sales commitments | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Prepaid expenses and other current assets | 0 | 0 |
Liabilities | ||
Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | IRLCs | ||
Assets | ||
Prepaid expenses and other current assets | 1,191 | 1,781 |
Liabilities | ||
Liabilities | 60 | 10 |
Fair Value, Measurements, Recurring | IRLCs | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Prepaid expenses and other current assets | 0 | 0 |
Liabilities | ||
Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | IRLCs | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Prepaid expenses and other current assets | 0 | 0 |
Liabilities | ||
Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | IRLCs | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Prepaid expenses and other current assets | 1,191 | 1,781 |
Liabilities | ||
Liabilities | 60 | 10 |
Fair Value, Measurements, Recurring | Money market funds | ||
Assets | ||
Cash equivalents | 509,971 | 886,261 |
Fair Value, Measurements, Recurring | Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash equivalents | 509,971 | 886,261 |
Fair Value, Measurements, Recurring | Money market funds | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Money market funds | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Cash equivalents | $ 0 | 0 |
Fair Value, Measurements, Recurring | U.S. treasury securities | ||
Assets | ||
Cash equivalents | 6,100 | |
Fair Value, Measurements, Recurring | U.S. treasury securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash equivalents | 6,100 | |
Fair Value, Measurements, Recurring | U.S. treasury securities | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Cash equivalents | 0 | |
Fair Value, Measurements, Recurring | U.S. treasury securities | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Cash equivalents | $ 0 |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value Measurement Inputs and Valuation Techniques (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
IRLCs | Weighted-average pull-through rate | Market pricing | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input | 0.711 | 0.723 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Changes in the Fair Value of IRLCs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Changes of fair value of interest rate lock commitments [Roll Forward] | |
Balance, net—January 1, 2021 | $ 1,771 |
Issuances of IRLCs | 18,415 |
Settlements of IRLCs | (18,827) |
Net loss recognized in earnings | (228) |
Balance, net—December 31, 2021 | 1,131 |
Changes in fair value recognized during the period relating to assets still held at December 31, 2021 | $ (641) |
Financial Instruments - Carryin
Financial Instruments - Carrying Amounts and Estimated Fair Values of Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
2023 notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Net Carrying Amount | $ 23,280 | $ 22,482 |
Estimated Fair Value | 34,487 | 59,894 |
2025 notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Net Carrying Amount | 650,783 | 488,268 |
Estimated Fair Value | 593,366 | 802,083 |
2027 notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Net Carrying Amount | 563,234 | 0 |
Estimated Fair Value | $ 467,814 | $ 0 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ 0 | $ 0 |
Transfers into or out of level 3, assets | $ 0 | 0 |
Closing price of common stock (in dollars per share) | $ 38.39 | |
Unrealized loss position | $ 54,671,000 | 0 |
Aggregate unrealized losses | 204,000 | 0 |
Accrued interest | 86,000 | 108,000 |
Expected credit losses | 0 | $ 0 |
2023 notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Principal Amount | 23,512,000 | |
2025 notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Principal Amount | 661,250,000 | |
2027 notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Principal Amount | $ 575,000,000 |
Financial Instruments - Cost, A
Financial Instruments - Cost, Amortized Cost, Gross Unrealized Gains & Losses, and Estimated Fair Market Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cost or Amortized Cost | ||||
Cash and cash equivalents, at carrying value | $ 591,003 | $ 925,276 | $ 234,679 | |
Restricted cash | 127,278 | 20,544 | 12,769 | |
Estimated Fair Value | ||||
Restricted cash | 127,278 | 20,544 | 12,769 | |
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, Cash Equivalents, Restricted Cash | 718,281 | 945,820 | $ 247,448 | $ 439,055 |
Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Restricted cash | 127,278 | 20,544 | ||
Cash, cash equivalents, and available-for-sale debt securities, amortized cost | 802,430 | 1,089,122 | ||
Unrealized Gains (Losses) | ||||
Unrealized Gains | 4,620 | 181 | ||
Unrealized Losses | (204) | 0 | ||
Estimated Fair Value | ||||
Cash and cash equivalents, fair value disclosure | 509,971 | 892,361 | ||
Restricted cash | 127,278 | 20,544 | ||
Cash, cash equivalents, and available-for-sale debt securities | 806,846 | 1,089,303 | ||
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, Cash Equivalents, Restricted Cash | 718,281 | 945,820 | ||
Short-term Investments | ||||
Short-term Investments | 33,737 | 131,561 | ||
Long-term Investments | ||||
Long-term Investments | 54,828 | 11,922 | ||
U.S. treasury securities | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Debt securities, available-for-sale, amortized cost | 71,749 | 137,502 | ||
Unrealized Gains (Losses) | ||||
Unrealized Gains | 1 | 159 | ||
Unrealized Losses | (204) | 0 | ||
Estimated Fair Value | ||||
Debt securities, available-for-sale | 71,546 | 137,661 | ||
Short-term Investments | ||||
Short-term Investments | 16,718 | 131,561 | ||
Long-term Investments | ||||
Long-term Investments | 54,828 | 0 | ||
Agency bonds | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Debt securities, available-for-sale, amortized cost | 11,900 | 11,900 | ||
Unrealized Gains (Losses) | ||||
Unrealized Gains | 6 | 22 | ||
Unrealized Losses | 0 | 0 | ||
Estimated Fair Value | ||||
Debt securities, available-for-sale | 11,906 | 11,922 | ||
Short-term Investments | ||||
Short-term Investments | 11,906 | 0 | ||
Long-term Investments | ||||
Long-term Investments | 0 | 11,922 | ||
Equity securities | ||||
Cost or Amortized Cost | ||||
Debt securities, available-for-sale, amortized cost | 500 | |||
Unrealized Gains (Losses) | ||||
Unrealized Gains | 4,613 | |||
Unrealized Losses | 0 | |||
Estimated Fair Value | ||||
Debt securities, available-for-sale | 5,113 | |||
Short-term Investments | ||||
Short-term Investments | 5,113 | |||
Equity securities | Fair Value, Measurements, Recurring | ||||
Short-term Investments | ||||
Short-term Investments | 5,113 | |||
Long-term Investments | ||||
Long-term Investments | 0 | |||
Cash | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Cash and cash equivalents, at carrying value | 81,032 | 32,915 | ||
Estimated Fair Value | ||||
Cash and cash equivalents, fair value disclosure | 81,032 | 32,915 | ||
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, Cash Equivalents, Restricted Cash | 81,032 | 32,915 | ||
Money markets funds | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Cash and cash equivalents, at carrying value | 509,971 | 886,261 | ||
Estimated Fair Value | ||||
Cash and cash equivalents, fair value disclosure | 509,971 | 886,261 | ||
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, Cash Equivalents, Restricted Cash | 509,971 | 886,261 | ||
U.S. treasury securities | Fair Value, Measurements, Recurring | ||||
Estimated Fair Value | ||||
Cash and cash equivalents, fair value disclosure | 6,100 | |||
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, Cash Equivalents, Restricted Cash | $ 0 | $ 6,100 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Properties for sale | $ 119,410 | $ 17,153 |
Properties not available for sale | 16,377 | 7,225 |
Properties under improvement | 222,434 | 24,780 |
Inventory | $ 358,221 | $ 49,158 |
Inventory - Narrative (Details)
Inventory - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)home | Dec. 31, 2020USD ($)home | |
Inventory Disclosure [Abstract] | ||
Lower of cost or net realizable value write-downs | $ 2,364 | $ 29 |
Number of homes purchased | home | 2,021 | 394 |
Inventory additions | $ 1,034,916 | $ 158,269 |
Number of homes sold | home | 1,450 | 453 |
Inventory sales | $ 738,809 | $ 182,906 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ (59,766) | $ (41,614) |
Property and equipment, net | $ 58,671 | 43,988 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (years) | 2 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (years) | 3 years | |
Property and equipment, gross | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 108,072 | 79,909 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 33,455 | 29,558 |
Website and software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 50,439 | 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] | ||
Property and equipment, gross | $ 14,216 | 7,765 |
Computer and office equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (years) | 3 years | |
Computer and office equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (years) | 5 years | |
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 | $ 8,091 | 7,450 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 10,365 | $ 5,693 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 20,047 | $ 14,076 | $ 8,742 |
Capitalized computer software, gross | $ 19,175 | $ 11,414 | $ 8,396 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leased Assets [Line Items] | ||
Operating lease cost | $ 15,560 | $ 12,941 |
Finance lease cost | 565 | 150 |
Short-term lease cost | 1,464 | 998 |
Cost of revenue | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | 9,437 | 8,571 |
Finance lease, right-of-use asset, amortization | 492 | 130 |
Finance lease, interest expense | 73 | 20 |
Operating expenses | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | $ 6,123 | $ 4,370 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating | ||
2022 | $ 17,234 | |
2023 | 16,224 | |
2024 | 14,653 | |
2025 | 11,233 | |
2026 | 10,495 | |
Thereafter | 6,434 | |
Total future minimum payments | 76,273 | |
Less: Interest | 7,636 | |
Present value of lease liabilities | 68,637 | |
Financing | ||
2022 | 574 | |
2023 | 561 | |
2024 | 475 | |
2025 | 156 | |
2026 | 0 | |
Thereafter | 0 | |
Total lease payments | 1,766 | |
Less: Interest | 141 | |
Present value of lease liabilities | 1,625 | |
Other Leases | ||
2022 | 929 | |
2023 | 334 | |
2024 | 312 | |
2025 | 193 | |
2026 | 18 | |
Thereafter | 0 | |
Total lease payments | 1,786 | |
Total Lease Obligations | ||
2022 | 18,737 | |
2023 | 17,119 | |
2024 | 15,440 | |
2025 | 11,582 | |
2026 | 10,513 | |
Thereafter | 6,434 | |
Total lease payments | $ 79,825 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | ||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | ||
Operating lease capitalized interest expense | $ 2,674 | |
Financing lease, capitalized interest expense | $ 73 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining operating lease term (years) | 4 years 9 months 18 days | 5 years 2 months 12 days |
Weighted-average remaining finance lease term (years) | 3 years 2 months 12 days | 3 years 6 months |
Weighted-average discount rate for operating leases | 4.40% | 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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash outflows from operating leases | $ 16,421 | $ 14,207 |
Operating cash outflows from finance leases | 83 | 20 |
Financing cash outflows from finance leases | 347 | 102 |
Right-of-use assets obtained in exchange for lease liabilities | ||
Operating leases | 7,677 | 1,186 |
Finance leases | $ 1,333 | $ 669 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | Oct. 28, 2020plaintiff | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of plaintiffs | plaintiff | 10 | |
Amount held in escrow | $ | $ 9,905 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Homes Under Contract | |
Other Commitments | |
2022 | $ 15,690 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total future minimum payments | 15,690 |
Other Commitments | |
Other Commitments | |
2022 | 17,392 |
2023 | 2,938 |
2024 | 1,087 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total future minimum payments | $ 21,417 |
Acquired Intangible Assets an_2
Acquired Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 215,880 | $ 4,880 |
Accumulated Amortization | (29,951) | (3,050) |
Net | $ 185,929 | 1,830 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Life (years) | 10 years | |
Gross | $ 71,040 | 1,040 |
Accumulated Amortization | (6,004) | (650) |
Net | $ 65,036 | 390 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Life (years) | 3 years 3 months 18 days | |
Gross | $ 63,480 | 2,980 |
Accumulated Amortization | (17,285) | (1,862) |
Net | $ 46,195 | 1,118 |
Customer relationship | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Life (years) | 10 years | |
Gross | $ 81,360 | 860 |
Accumulated Amortization | (6,662) | (538) |
Net | $ 74,698 | $ 322 |
Acquired Intangible Assets an_3
Acquired Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 26,901 | $ 488 |
Acquired Intangible Assets an_4
Acquired Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 35,705 | |
2023 | 35,705 | |
2024 | 20,458 | |
2025 | 15,050 | |
2026 | 15,050 | |
Thereafter | 63,961 | |
Net | $ 185,929 | $ 1,830 |
Acquired Intangible Assets an_5
Acquired Intangible Assets and Goodwill - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2020 | $ 9,186 |
Goodwill resulting from acquisition | 400,196 |
Balance as of December 31, 2021 | $ 409,382 |
Accrued and Other Liabilities_2
Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 78,437 | $ 49,238 |
Miscellaneous accrued and other liabilities | 25,217 | 22,906 |
Payroll tax liability deferred by the CARES Act | 7,760 | 6,812 |
Customer contract liabilities | 6,708 | 3,688 |
Total accrued and other liabilities | $ 118,122 | $ 82,644 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) | Apr. 01, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)d$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Temporary Equity [Line Items] | |||||
Gross proceeds | $ 110,000,000 | $ 69,701,000 | |||
Carrying value of convertible preferred stock | $ 39,868,000 | $ 39,823,000 | |||
Temporary equity, dividends (in shares) | shares | 30,640 | ||||
Common stock issued upon conversion (in shares) | shares | 2,622,177 | ||||
Preferred stock, dividend rate | 0.055% | ||||
Preferred stock, dividend (in dollars per share) | $ / shares | $ 17.95 | ||||
Conversion price ratio denominator | $ 19.51 | ||||
Conversion stock price trigger (in shares) | shares | 27.32 | ||||
Threshold consecutive trading days | d | 30 | ||||
Common Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance of common stock, net (in shares) | shares | 4,484,305 | 4,484,305 | |||
Shares issued, price per share (in dollars per share) | $ / shares | $ 15.61 | ||||
Gross proceeds | $ 4,000 | ||||
Series A Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance of common stock, net (in shares) | shares | 40,000 | ||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 1,000 | ||||
Gross proceeds | $ 40,000,000 | ||||
Carrying value of convertible preferred stock | $ 39,868,000 | $ 39,823,000 | $ 0 | $ 0 |
Equity and Equity Compensatio_3
Equity and Equity Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | Jul. 27, 2017 | 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 | |||
Redeemable convertible preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | |||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation | $ 152,632 | ||||
Unrecognized compensation expense, period for recognition | 2 years 9 months | ||||
Restricted stock units outstanding (in shares) | 4,617,425 | 4,459,743 | |||
Performance Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units outstanding (in shares) | 335,383 | ||||
Award requisite service period, achievement percentage | 100.00% | ||||
Performance Restricted Stock Units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage | 0.00% | ||||
Performance Restricted Stock Units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage | 200.00% | ||||
Performance Restricted Stock Units | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 150,000 | 150,000 | |||
Options granted (in dollars per share) | $ 27.50 | ||||
Performance Restricted Stock Units | Chief Executive Officer | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 300,000 | ||||
2004 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected life | 10 years | ||||
Award vesting period | 4 years | ||||
2004 Equity Incentive Plan | Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved (in shares) | 0 | ||||
2017 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved (in shares) | 23,842,290 | 21,502,858 | 7,898,159 | ||
Expected life | 10 years | ||||
Percentage of common stock, outstanding | 5.00% | ||||
Restricted stock units outstanding (in shares) | 4,617,425 | 4,459,743 | |||
2017 Equity Incentive Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
2017 Equity Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
2017 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved (in shares) | 3,705,419 | 3,009,662 | |||
2017 Employee Stock Purchase Plan | Employee Stock | |||||
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% |
Equity and Equity Compensatio_4
Equity and Equity Compensation Plans - Summary of Common Stock Reserve for Future Issuance Under 2017 EIP (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 26, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options issued and outstanding (in shares) | 4,019,011 | 5,733,738 | |
2017 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options issued and outstanding (in shares) | 4,019,011 | 5,733,738 | |
Restricted stock units outstanding (in shares) | 4,617,425 | 4,459,743 | |
Shares available for future equity grants (in shares) | 15,205,854 | 11,309,377 | |
Total common stock reserved for future issuance (in shares) | 23,842,290 | 21,502,858 | 7,898,159 |
Equity and Equity Compensatio_5
Equity and Equity Compensation Plans - Summary of Common Stock Reserve for Future Issuance Under ESPP (Details) - 2017 Employee Stock Purchase Plan - shares | Dec. 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 | (334,248) | (320,609) |
Total common stock reserved for future issuance (in shares) | 3,705,419 | 3,009,662 |
Equity and Equity Compensatio_6
Equity and Equity Compensation Plans - Summary of Value Assumptions (Details) - $ / shares | Jul. 01, 2021 | Jan. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected life | 0 years | 0 years | 6 years 6 months | ||
Volatility | 0.00% | 0.00% | 33.76% | ||
Risk-free interest rate | 0.00% | 0.00% | 2.12% | ||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Weighted-average grant date fair value (in dollars per share) | $ 0 | $ 0 | $ 3.22 | ||
2017 Employee Stock Purchase Plan | Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected life | 6 months | 6 months | |||
Volatility | 74.50% | 61.49% | |||
Risk-free interest rate | 0.05% | 0.09% | |||
Dividend yield | 0.00% | 0.00% | |||
Weighted-average grant date fair value (in dollars per share) | $ 22.79 | $ 21.41 |
Equity and Equity Compensatio_7
Equity and Equity Compensation Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number Of Options | ||
Beginning balance (in shares) | 5,733,738 | |
Options exercised (in shares) | (1,709,324) | |
Options forfeited (in shares) | (5,403) | |
Ending balance (in shares) | 4,019,011 | 5,733,738 |
Options exercisable at December 31, 2021 (in shares) | 3,869,011 | |
Weighted-Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 7.23 | |
Options exercised (in dollars per share) | 5.34 | |
Options forfeited (in dollars per share) | 10.80 | |
Ending balance (in dollars per share) | 8.02 | $ 7.23 |
Options exercisable at December 31, 2021 (in dollars per share) | $ 7.27 | |
Stock Option Activity, Additional Disclosures | ||
Weighted average remaining contractual life outstanding | 3 years 8 months 23 days | 4 years 4 months 20 days |
Weighted average remaining contractual life exercisable | 3 years 7 months 2 days | |
Options outstanding, Aggregate intrinsic value | $ 122,038 | $ 352,076 |
Options exercisable, Aggregate intrinsic value | $ 120,404 |
Equity and Equity Compensatio_8
Equity and Equity Compensation Plans - Fair Value of Options Vested & Intrinsic Value of Options Exercised (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | |||
Fair value of options vested | $ 793 | $ 2,228 | $ 4,747 |
Intrinsic value of options exercised | $ 90,920 | $ 55,822 | $ 20,811 |
Equity and Equity Compensatio_9
Equity and Equity Compensation Plans - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted Stock Units | |
Outstanding at January 1, 2021 (in shares) | shares | 4,459,743 |
Granted (in shares) | shares | 2,424,523 |
Vested (in shares) | shares | (1,559,425) |
Forfeited or canceled (in shares) | shares | (707,416) |
Outstanding or deferred at December 31, 2021 (in shares) | shares | 4,617,425 |
Weighted-Average Grant Date Fair Value | |
Outstanding at January 1, 2021 (in dollars per share) | $ / shares | $ 27.44 |
Granted (in dollars per share) | $ / shares | 44.82 |
Vested (in dollars per share) | $ / shares | 25.70 |
Forfeited or canceled (in dollars per share) | $ / shares | 27.60 |
Outstanding or deferred at December 31, 2021 (in dollars per share) | $ / shares | $ 37.13 |
Equity and Equity Compensati_10
Equity and Equity Compensation Plans - Compensation Costs for PSU's (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | $ 54,722 | $ 36,973 | $ 27,814 |
Performance Restricted Stock Units | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | 6,314 | 2,854 | 284 |
Performance Restricted Stock Units | Current Period | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | 6,314 | 2,664 | 894 |
Performance Restricted Stock Units | Prior Periods | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | $ 0 | $ 190 | $ (610) |
Equity and Equity Compensati_11
Equity and Equity Compensation Plans - Allocation of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | $ 54,722 | $ 36,973 | $ 27,814 |
Stock-based compensation capitalized | 4,059 | 2,348 | 1,280 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | 13,614 | 8,844 | 6,087 |
Technology and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | 23,275 | 16,564 | 12,362 |
Marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | 2,350 | 1,569 | 1,418 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | $ 15,483 | $ 9,996 | $ 7,947 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stock - Computation of Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss | $ (109,613) | $ (18,527) | $ (80,805) |
Dividends on convertible preferred stock | (7,269) | (4,454) | 0 |
Net loss attributable to common stock—basic | (116,882) | (22,981) | (80,805) |
Net loss attributable to common stock—diluted | $ (116,882) | $ (22,981) | $ (80,805) |
Denominator: | |||
Weighted average shares of common stock— basic (in shares) | 104,683,460 | 98,574,529 | 91,583,533 |
Weighted average shares of common stock— diluted (in shares) | 104,683,460 | 98,574,529 | 91,583,533 |
Net loss per share attributable to common stock—basic (in dollars per share) | $ (1.12) | $ (0.23) | $ (0.88) |
Net loss per share attributable to common stock— diluted (in dollars per share) | $ (1.12) | $ (0.23) | $ (0.88) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stock - Summary of Anti-dilutive Stock Equivalents (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 26,686,190 | 22,175,834 | 12,815,593 |
Performance Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Restricted stock units outstanding (in shares) | 335,383 | ||
Performance Restricted Stock Units | Maximum | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Award vesting rights, percentage | 200.00% | ||
Performance Restricted Stock Units | Chief Executive Officer | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Options granted (in shares) | 150,000 | 150,000 | |
Performance Restricted Stock Units | Chief Executive Officer | Maximum | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Options granted (in shares) | 300,000 | ||
Convertible Debt | 2023 notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 769,623 | 838,821 | 0 |
Convertible Debt | 2025 notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 9,119,960 | 9,119,960 | 0 |
Convertible Debt | 2027 notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 6,147,900 | 0 | 0 |
Convertible preferred stock as if converted | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 2,040,000 | 2,040,000 | 0 |
Stock options outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 4,019,011 | 5,733,738 | 7,792,181 |
Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 4,589,696 | 4,443,315 | 5,023,412 |
Restricted Stock Units | Non-employee Directors | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share (in shares) | 27,729 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets | ||
Net operating loss carryforwards | $ 143,917 | $ 57,763 |
Business interest limitation carryforwards | 35,234 | 0 |
Tax credit carryforwards | 18,828 | 12,422 |
Stock-based compensation | 7,117 | 6,011 |
Compensation accruals | 7,606 | 7,026 |
Lease liabilities | 17,396 | 17,540 |
Accruals and reserves | 4,542 | 1,004 |
Fixed assets | 3,887 | 1,075 |
Gross deferred income tax assets | 238,527 | 102,841 |
Valuation allowance | (176,872) | (44,307) |
Total deferred income tax assets, net of valuation allowance | 61,655 | 58,534 |
Deferred income tax liabilities | ||
Intangible assets | (48,250) | (514) |
Convertible senior notes | 0 | (45,616) |
Right-of-use assets | (13,465) | (12,404) |
Other | (1,141) | 0 |
Total deferred income tax liabilities | (62,856) | (58,534) |
Net deferred income tax assets and liabilities | $ (1,201) | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance increase (decrease) | $ (132,565,000) | $ 17,967,000 | $ (24,264,000) | |
Operating loss unavailable for carryforward | $ 1,506,000 | |||
Net loss | (109,613,000) | (18,527,000) | (80,805,000) | |
Income tax benefit | $ (6,107,000) | $ 0 | $ 0 | |
U.S. federal income tax at statutory rate | 21.00% | 21.00% | 21.00% | |
State taxes (net of federal benefit) | 9.06% | 25.23% | 4.71% | |
Effective state income tax rate | 0.00% | |||
Unrecognized tax benefits that would impact effective tax rate | $ 0 | $ 0 | ||
Unrecognized tax benefits | 4,692,000 | 3,105,000 | $ 2,159,000 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | 0 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | |||
RentPath Holdings, Inc. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax benefit | (6,107,000) | 0 | 0 | |
Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward | 18,828,000 | 12,422,000 | ||
Research and development credits, decrease | $ 32,000 | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Increase (decrease) in operating loss carryforwards | 320,123,000 | |||
Federal deductible | 149,710 | 867 | ||
Net loss | (114,262,000) | (17,582,000) | (79,518,000) | |
Foreign | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net loss | $ (1,458,000) | $ (945,000) | $ (1,287,000) |
Income Taxes - Summary of Opera
Income Taxes - Summary of Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | $ 611,296 | $ 227,751 |
Various states | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | 18,777 | 12,576 |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | $ 3,213 | $ 2,050 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal income tax at statutory rate | 21.00% | 21.00% | 21.00% |
State taxes (net of federal benefit) | 9.06% | 25.23% | 4.71% |
Stock-based compensation | 14.88% | 69.14% | 1.20% |
Permanent differences | (0.12%) | (1.03%) | (0.97%) |
Federal research and development credit | (5.41%) | (20.42%) | (2.45%) |
Change in valuation allowance | (41.89%) | (132.88%) | (29.73%) |
Other | (1.62%) | 1.32% | 1.34% |
Acquisition costs | (1.44%) | 0.00% | 0.00% |
Extinguishment of 2023 Notes | 0.00% | (3.20%) | 0.00% |
Effective income tax rate | 5.28% | 0.00% | 0.00% |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax expense: | |||
U.S. - State | $ 1,215 | $ 0 | $ 0 |
Total current income tax expense | 1,215 | 0 | 0 |
Deferred income tax benefit: | |||
U.S. - State | (7,322) | 0 | 0 |
Total deferred income tax benefit | (7,322) | 0 | 0 |
Income tax benefit | $ (6,107) | $ 0 | $ 0 |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | ||
Unrecognized benefit—beginning of year | $ 3,105 | $ 2,159 |
Gross decreases—prior year tax positions | 32 | 0 |
Gross increases—current year tax positions | 1,555 | 946 |
Unrecognized benefit—end of year | $ 4,692 | $ 3,105 |
Debt - Warehouse Lines of Credi
Debt - Warehouse Lines of Credit (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Outstanding Borrowings | $ 33,043,000 | $ 39,029,000 |
Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | 115,000,000 | 105,000,000 |
Outstanding Borrowings | $ 33,043,000 | $ 39,029,000 |
Weighted-Average Interest Rate on Outstanding Borrowings | 0.00% | 0.00% |
Warehouse Agreement Borrowings | Western Alliance Bank | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 50,000,000 | $ 50,000,000 |
Outstanding Borrowings | $ 17,089,000 | $ 18,277,000 |
Weighted-Average Interest Rate on Outstanding Borrowings | 3.00% | 3.25% |
Warehouse Agreement Borrowings | Texas Capital Bank, N.A. | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 40,000,000 | $ 40,000,000 |
Outstanding Borrowings | $ 11,852,000 | $ 12,903,000 |
Weighted-Average Interest Rate on Outstanding Borrowings | 3.01% | 3.35% |
Warehouse Agreement Borrowings | Flagstar Bank, FSB | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 25,000,000 | $ 15,000,000 |
Outstanding Borrowings | $ 4,102,000 | $ 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 | Mar. 24, 2020 | Dec. 31, 2021USD ($)tradingDaybusinessDay | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 20, 2020USD ($) | Dec. 31, 2018USD ($) | Jul. 23, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||
Inventory | $ 358,221 | $ 49,158 | ||||||
Cash, Cash Equivalents, Restricted Cash | 718,281 | 945,820 | $ 247,448 | $ 439,055 | ||||
Adjustments to additional paid in capital, convertible debt, capped call transaction | $ 62,647 | |||||||
Debt Instrument, Redemption, Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price, percentage | 98.00% | |||||||
2023 notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate Principal Amount | $ 23,512 | |||||||
2025 notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate Principal Amount | 661,250 | |||||||
2027 notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate Principal Amount | 575,000 | |||||||
Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization of debt issuance costs | (4,654) | (969) | (724) | |||||
Interest expense, debt | $ 2,600 | 2,113 | 2,516 | |||||
Senior Notes | 2023 notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated Cash Interest Rate | 1.75% | |||||||
Amortization of debt issuance costs | $ (189) | (623) | (724) | |||||
Interest expense, debt | 413 | 2,113 | 2,516 | |||||
Aggregate Principal Amount | 23,512 | 25,626 | $ 143,750 | |||||
Repurchased face amount | 120,238 | |||||||
Senior Notes | 2025 notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization of debt issuance costs | (2,760) | (346) | 0 | |||||
Interest expense, debt | 0 | 0 | 0 | |||||
Aggregate Principal Amount | $ 661,250 | 661,250 | $ 661,250 | |||||
Senior Notes | 2027 notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated Cash Interest Rate | 0.50% | |||||||
Amortization of debt issuance costs | $ (1,705) | 0 | 0 | |||||
Interest expense, debt | 2,187 | 0 | $ 0 | |||||
Aggregate Principal Amount | $ 575,000 | $ 575,000 | ||||||
Common stock covered under capped calls (in shares) | shares | 6,147,900 | |||||||
Senior Notes | Convertible Senior Notes | Debt Instrument, Redemption, Period One | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold trading days | tradingDay | 20 | |||||||
Threshold percentage of stock price trigger | 130.00% | |||||||
Threshold consecutive trading days | tradingDay | 30 | |||||||
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 | 2027 notes | Call Option | Capped Call Transaction | ||||||||
Debt Instrument [Line Items] | ||||||||
Strike and cap price (in dollars per share) | $ / shares | $ 93.53 | |||||||
Senior Notes | Maximum | 2027 notes | Call Option | Capped Call Transaction | ||||||||
Debt Instrument [Line Items] | ||||||||
Strike and cap price (in dollars per share) | $ / shares | $ 138.56 | |||||||
Warehouse Agreement Borrowings | Western Alliance Bank | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated Cash Interest Rate | 3.00% | |||||||
Warehouse Agreement Borrowings | Western Alliance Bank | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||
Warehouse Agreement Borrowings | Texas Capital Bank, N.A. | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated Cash Interest Rate | 2.95% | |||||||
Debt instrument, decrease in rate of interest accruing on outstanding principal | 0.25% | |||||||
Warehouse Agreement Borrowings | Flagstar Bank, FSB | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated Cash Interest Rate | 3.00% | |||||||
Warehouse Agreement Borrowings | Flagstar Bank, FSB | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.00% | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Total assets | $ 567,128 | 65,191 | ||||||
Inventory | 337,630 | 47,620 | ||||||
Cash, Cash Equivalents, Restricted Cash | 101,064 | 11,818 | ||||||
Amortization of debt issuance costs | (324) | (619) | ||||||
Interest expense, debt | $ 3,946 | $ 643 | ||||||
Revolving Credit Facility | Goldman Sachs Bank USA | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, floor rate of basis spread on variable rate | 0.50% | 0.30% | ||||||
Revolving Credit Facility | Goldman Sachs Bank USA | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.00% |
Debt - Secured Revolving Credit
Debt - Secured Revolving Credit Facility (Details) - Goldman Sachs Bank USA - Revolving Credit Facility - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 200,000 | $ 100,000 |
Outstanding Borrowings | $ 199,781 | $ 23,949 |
Weighted-Average Interest Rate on Outstanding Borrowings | 3.30% | 4.40% |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) - Senior Notes | 12 Months Ended |
Dec. 31, 2021 | |
2023 notes | |
Debt Instrument [Line Items] | |
Stated Cash Interest Rate | 1.75% |
Effective Interest Rate | 2.45% |
Conversion Rate | 32.7332 |
2025 notes | |
Debt Instrument [Line Items] | |
Effective Interest Rate | 0.42% |
Conversion Rate | 13.7920 |
2027 notes | |
Debt Instrument [Line Items] | |
Stated Cash Interest Rate | 0.50% |
Effective Interest Rate | 0.90% |
Conversion Rate | 10.6920 |
Debt - Components of Convertibl
Debt - Components of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 25, 2021 | Dec. 31, 2020 | Oct. 20, 2020 | Jul. 23, 2018 |
2023 notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | $ 23,512 | ||||
Net Carrying Amount | 23,280 | $ 22,482 | |||
2023 notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | 23,512 | 25,626 | $ 143,750 | ||
Unamortized Debt Discount | 0 | 2,776 | |||
Unamortized Debt Issuance Costs | 232 | 368 | |||
Net Carrying Amount | 23,280 | 22,482 | |||
2025 notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | 661,250 | ||||
Net Carrying Amount | 650,783 | 488,268 | |||
2025 notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | 661,250 | 661,250 | $ 661,250 | ||
Unamortized Debt Discount | 0 | 163,077 | |||
Unamortized Debt Issuance Costs | 10,467 | 9,905 | |||
Net Carrying Amount | 650,783 | 488,268 | |||
2027 notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | 575,000 | ||||
Net Carrying Amount | 563,234 | $ 0 | |||
2027 notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | 575,000 | $ 575,000 | |||
Unamortized Debt Discount | 0 | ||||
Unamortized Debt Issuance Costs | 11,766 | ||||
Net Carrying Amount | $ 563,234 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Total interest expense | $ 11,762 | $ 19,495 | $ 8,928 |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 2,600 | 2,113 | 2,516 |
Amortization of debt discount | 0 | 10,428 | 5,405 |
Amortization of debt issuance costs | 4,654 | 969 | 724 |
Total interest expense | 7,254 | 13,510 | 8,645 |
2023 notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 413 | 2,113 | 2,516 |
Amortization of debt discount | 0 | 4,735 | 5,405 |
Amortization of debt issuance costs | 189 | 623 | 724 |
Total interest expense | 602 | 7,471 | 8,645 |
2025 notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 0 | 0 | 0 |
Amortization of debt discount | 0 | 5,693 | 0 |
Amortization of debt issuance costs | 2,760 | 346 | 0 |
Total interest expense | 2,760 | 6,039 | 0 |
2027 notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 2,187 | 0 | 0 |
Amortization of debt discount | 0 | 0 | 0 |
Amortization of debt issuance costs | 1,705 | 0 | 0 |
Total interest expense | $ 3,892 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 10, 2022 | Feb. 09, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revolving Credit Facility | Goldman Sachs Bank USA | ||||
Subsequent Event [Line Items] | ||||
Borrowing Capacity | $ 200,000,000 | $ 100,000,000 | ||
Bay Equity LLC | ||||
Subsequent Event [Line Items] | ||||
Potential consideration transferred | $ 135,000 | |||
Subsequent Event | Revolving Credit Facility | Goldman Sachs Bank USA | ||||
Subsequent Event [Line Items] | ||||
Borrowing Capacity | $ 400,000 | |||
Subsequent Event | Bay Equity LLC | ||||
Subsequent Event [Line Items] | ||||
Total purchase consideration | $ 72,500 | |||
Consideration transferred, percentage paid in cash | 66.67% | |||
Consideration transferred, percentage paid in common stock | 33.33% |