Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38160 | |
Entity Registrant Name | Redfin Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 74-3064240 | |
Entity Address, Address Line One | 1099 Stewart Street | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98101 | |
City Area Code | (206) | |
Local Phone Number | 576-8333 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | RDFN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 107,173,678 | |
Entity Central Index Key | 0001382821 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 612,680 | $ 591,003 |
Restricted cash | 36,047 | 127,278 |
Short-term investments | 95,458 | 33,737 |
Accounts receivable, net of allowances for credit losses | 52,282 | 69,594 |
Inventory | 245,487 | 358,221 |
Loans held for sale | 23,693 | 35,759 |
Prepaid expenses | 26,836 | 22,948 |
Other current assets | 6,748 | 7,524 |
Total current assets | 1,099,231 | 1,246,064 |
Property and equipment, net | 60,836 | 58,671 |
Right-of-use assets, net | 51,417 | 54,200 |
Long-term investments | 56,194 | 54,828 |
Goodwill | 409,382 | 409,382 |
Intangible assets, net | 177,003 | 185,929 |
Other assets, noncurrent | 13,090 | 12,898 |
Total assets | 1,867,153 | 2,021,972 |
Current liabilities | ||
Accounts payable | 22,693 | 12,546 |
Accrued and other liabilities | 103,449 | 118,122 |
Warehouse credit facilities | 22,285 | 33,043 |
Secured revolving credit facility | 136,869 | 199,781 |
Convertible senior notes, net | 0 | 23,280 |
Lease liabilities | 15,070 | 15,040 |
Total current liabilities | 300,366 | 401,812 |
Lease liabilities, noncurrent | 51,719 | 55,222 |
Convertible senior notes, net, noncurrent | 1,238,585 | 1,214,017 |
Deferred tax liabilities | 981 | 1,201 |
Total liabilities | 1,591,651 | 1,672,252 |
Commitments and contingencies (Note 8) | ||
Series A convertible preferred stock—par value $0.001 per share; 10,000,000 shares authorized; 40,000 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 39,879 | 39,868 |
Stockholders’ equity | ||
Common stock—par value $0.001 per share; 500,000,000 shares authorized; 107,025,691 and 106,308,767 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 107 | 106 |
Additional paid-in capital | 699,225 | 682,084 |
Accumulated other comprehensive loss | (739) | (174) |
Accumulated deficit | (462,970) | (372,164) |
Total stockholders’ equity | 235,623 | 309,852 |
Total liabilities, mezzanine equity, and stockholders’ equity | $ 1,867,153 | $ 2,021,972 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 1,464 | $ 1,298 |
Temporary equity, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Temporary equity, shares issued (in shares) | 40,000 | 40,000 |
Temporary equity, shares outstanding (in shares) | 40,000 | 40,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 107,025,691 | 106,308,767 |
Common stock, outstanding (in shares) | 107,025,691 | 106,308,767 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 597,346 | $ 268,319 |
Cost of revenue | 524,808 | 225,961 |
Gross profit | 72,538 | 42,358 |
Operating expenses | ||
Technology and development | 49,640 | 27,678 |
Marketing | 43,342 | 11,802 |
General and administrative | 58,966 | 37,391 |
Restructuring and reorganization | 5,710 | 0 |
Total operating expenses | 157,658 | 76,871 |
Loss from operations | (85,120) | (34,513) |
Interest income | 220 | 159 |
Interest expense | (3,861) | (1,338) |
Income tax expense | (134) | 0 |
Other expense, net | (1,911) | (92) |
Net loss | (90,806) | (35,784) |
Dividends on convertible preferred stock | (793) | (2,336) |
Net loss attributable to common stock - basic | (91,599) | (38,120) |
Net loss attributable to common stock - diluted | $ (91,599) | $ (38,120) |
Net loss per share attributable to common stock - diluted (in dollars per share) | $ (0.86) | $ (0.37) |
Net loss per share attributable to common stock - basic (in dollars per share) | $ (0.86) | $ (0.37) |
Weighted averages shares - diluted (in shares) | 106,664,140 | 103,427,764 |
Weighted average shares - basic (in shares) | 106,664,140 | 103,427,764 |
Other comprehensive income (loss) | ||
Foreign currency translation adjustments | $ 4 | $ 0 |
Unrealized gain (loss) on available-for-sale debt securities | 561 | (50) |
Comprehensive loss | (90,241) | (35,834) |
Service | ||
Revenue | 217,593 | 175,593 |
Cost of revenue | 165,809 | 134,851 |
Product | ||
Revenue | 379,753 | 92,726 |
Cost of revenue | $ 358,999 | $ 91,110 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Activities | ||
Net loss | $ (90,806) | $ (35,784) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 14,813 | 4,341 |
Stock-based compensation | 16,788 | 12,583 |
Amortization of debt discount and issuance costs | 1,440 | 855 |
Non-cash lease expense | 3,169 | 2,533 |
Net loss (gain) on IRLCs, forward sales commitments, and loans held for sale | 60 | (1,052) |
Other | 2,290 | 109 |
Change in assets and liabilities: | ||
Accounts receivable, net | 17,312 | 7,303 |
Inventory | 112,734 | (48,213) |
Prepaid expenses and other assets | (1,982) | (3,359) |
Accounts payable | 9,876 | 5,947 |
Accrued and other liabilities, deferred tax liabilities, and payroll tax liabilities, noncurrent | (14,442) | 8,873 |
Lease liabilities | (3,642) | (2,951) |
Origination of loans held for sale | (159,186) | (227,090) |
Proceeds from sale of loans originated as held for sale | 170,577 | 225,140 |
Net cash provided by (used in) operating activities | 79,001 | (50,765) |
Investing activities | ||
Purchases of property and equipment | (7,442) | (5,285) |
Purchases of investments | (77,596) | (67,877) |
Sales of investments | 5,346 | 0 |
Maturities of investments | 6,500 | 63,589 |
Net cash used in investing activities | (73,192) | (9,573) |
Financing activities | ||
Proceeds from the issuance of common stock pursuant to employee equity plans | 1,887 | 3,411 |
Tax payments related to net share settlements on restricted stock units | (2,595) | (10,860) |
Borrowings from warehouse credit facilities | 152,386 | 216,382 |
Repayments to warehouse credit facilities | (163,144) | (214,747) |
Borrowings from secured revolving credit facility | 156,799 | 71,177 |
Repayments to secured revolving credit facility | (219,711) | (46,275) |
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 488,691 |
Purchases of capped calls related to convertible senior notes | 0 | (54,480) |
Payments for repurchases and conversions of convertible senior notes | 0 | (1,886) |
Other financing payables | 0 | 6,521 |
Principal payments under finance lease obligations | (217) | (67) |
Cash paid for secured revolving credit facility issuance costs | (764) | (305) |
Net cash (used in) provided by financing activities | (75,359) | 457,562 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (4) | 1 |
Net change in cash, cash equivalents, and restricted cash | (69,554) | 397,225 |
Cash, cash equivalents, and restricted cash: | ||
Beginning of period | 718,281 | 945,820 |
End of period | 648,727 | 1,343,045 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 3,377 | 973 |
Non-cash transactions | ||
Stock-based compensation capitalized in property and equipment | 1,134 | 732 |
Property and equipment additions in accounts payable and accrued liabilities | 326 | 2,348 |
Leasehold improvements paid directly by lessor | $ 0 | $ 1,334 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash | ||||
Cash and cash equivalents | $ 612,680 | $ 591,003 | $ 1,241,255 | |
Restricted cash | 36,047 | 127,278 | 101,790 | |
Cash, cash equivalents, restricted cash and restricted cash equivalents | $ 648,727 | $ 718,281 | $ 1,343,045 | $ 945,820 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity - USD ($) $ in Thousands | Total | Revision of Prior Period, Accounting Standards Update, Adjustment | Series A Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalRevision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Deficit | Accumulated DeficitRevision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Other Comprehensive Income/(Loss) |
Beginning balance (in shares) at Dec. 31, 2020 | 103,000,594 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 590,557 | $ (162,478) | $ 103 | $ 860,556 | $ (170,240) | $ (270,313) | $ 7,762 | $ 211 | |
Increase (Decrease) in Stockholders' Equity | |||||||||
Common stock dividends (in shares) | 30,640 | ||||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 670,050 | ||||||||
Stock issued during period, value, stock options exercised (in shares) | 3,463 | $ 1 | 3,462 | ||||||
Issuance of common stock pursuant to settlement of restricted stock units (in shares) | 360,351 | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units (in shares) | (115,030) | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units | (10,860) | ||||||||
Purchases of capped calls related to convertible senior notes | (54,480) | (54,480) | |||||||
Issuance of common stock in connection with conversion of convertible senior notes (in shares) | 36,980 | ||||||||
Issuance of common stock in connection with conversion of convertible senior notes | (52) | (52) | |||||||
Stock-based compensation | 13,316 | 13,316 | |||||||
Other comprehensive loss | (50) | (50) | |||||||
Net loss | (35,784) | (35,784) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 103,983,585 | ||||||||
Ending balance at Mar. 31, 2021 | 343,632 | $ 104 | 641,702 | (298,335) | 161 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 40,000 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 39,823 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of convertible preferred stock, net | $ 0 | $ 11 | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 40,000 | ||||||||
Ending balance at Mar. 31, 2021 | $ 39,834 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 106,308,767 | 106,308,767 | |||||||
Beginning balance at Dec. 31, 2021 | $ 309,852 | $ 106 | 682,084 | (372,164) | (174) | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Common stock dividends (in shares) | 30,640 | ||||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 208,499 | 208,499 | |||||||
Stock issued during period, value, stock options exercised (in shares) | $ 1,815 | $ 0 | 1,815 | ||||||
Issuance of common stock pursuant to settlement of restricted stock units (in shares) | 684,357 | ||||||||
Issuance of common stock pursuant to settlement of restricted stock units | 0 | $ 1 | (1) | ||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units (in shares) | (206,572) | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units | (2,595) | (2,595) | |||||||
Stock-based compensation | 17,922 | 17,922 | |||||||
Other comprehensive loss | (565) | (565) | |||||||
Net loss | $ (90,806) | (90,806) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 107,025,691 | 107,025,691 | |||||||
Ending balance at Mar. 31, 2022 | $ 235,623 | $ 107 | $ 699,225 | $ (462,970) | $ (739) | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 40,000 | 40,000 | |||||||
Beginning balance at Dec. 31, 2021 | $ 39,868 | $ 39,868 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of convertible preferred stock, net | $ 11 | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 40,000 | 40,000 | |||||||
Ending balance at Mar. 31, 2022 | $ 39,879 | $ 39,879 |
Summary of Accounting Policies
Summary of Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Accounting Policies | Summary of Accounting Policies Basis of Presentation —The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The financial information as of December 31, 2021 that is included in this quarterly report is derived from the audited consolidated financial statements and notes for the year ended December 31, 2021 included in Item 8 in our annual report for the year ended December 31, 2021. Such financial information should be read in conjunction with the notes and management’s discussion and analysis of the consolidated financial statements included in our annual report. The unaudited consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of March 31, 2022, our statements of comprehensive loss, and statements of changes in mezzanine equity and stockholders’ equity for the three months ended March 31, 2022 and 2021, as well as our statements of cash flows for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any interim period or for any other future year. Principles of Consolidation —The unaudited consolidated interim financial statements include the accounts of Redfin Corporation and its wholly owned subsidiaries, including those entities in which we have a variable interest and of which we are the primary beneficiary. Intercompany transactions and balances have been eliminated. Use of Estimates —The preparation of consolidated financial statements, in conformity with GAAP, requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the respective periods. Our estimates include, but are not limited to, valuation of deferred income taxes, stock-based compensation, net realizable value of inventory, capitalization of website and software development costs, the incremental borrowing rate for the determination of the present value of lease payments, recoverability of intangible assets with finite lives, fair value of our mortgage loans held for sale, estimated useful life of intangible assets, fair value of reporting units for purposes of allocating and evaluating goodwill for impairment, and current expected credit losses on certain financial assets. 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. Restructuring and Reorganization —Restructuring and reorganization expenses primarily consist of employee termination costs (including severance, retention, benefits, and payroll taxes) for our mortgage and rentals segments due to the restructuring and reorganization activities from our acquisitions of Bay Equity LLC (“Bay Equity”) and RentPath Holdings, Inc., respectively. These expenses are included in restructuring and reorganization in our consolidated statements of comprehensive loss and in accrued and other liabilities in our consolidated balance sheets. We expect to complete the restructuring and reorganization activities by the end of 2022. Recently Adopted Accounting Pronouncements —None applicable. Recently Issued Accounting Pronouncements —On October 28, 2021, the Financial Accounting Standards Board issued ASU 2021-08— Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. As a result of the amendments made by ASU 2021-08, it is expected that an acquirer will generally recognize and measure acquired contract assets and contract liabilities in a manner consistent with how the acquiree recognized and measured them in its pre-acquisition financial statements. The amendments made by ASU 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. We elected to early adopt this standard in the second quarter of 2022, and we do not expect any material impact on our financial statements as a result of adopting ASU 2021-08. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
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 our consolidated financial statements since the date of acquisition. RentPath is reported in our rentals segment in Note 3. 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 assigned the recognized goodwill of $241,045 and $159,151 to the real estate services and rentals segments, respectively. The following table summarizes the fair value of assets acquired and liabilities assumed as a result of the RentPath Acquisition: 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. There were no acquisition-related costs associated with the RentPath Acquisition for the three months ended March 31, 2022. 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 three months ended March 31, 2022 and 2021. 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: Three Months Ended March 31, 2022 2021 Revenue $ 597,346 $ 311,243 Net loss (90,726) (42,622) The gross impacts of material non-recurring adjustments made in the pro forma financial information disclosed above were $150 and $71,230 for the three months ended March 31, 2022 and 2021, respectively. These adjustments primarily relate to the reorganization, bankruptcy, and other 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 | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting and Revenue | Segment Reporting and RevenueIn its operation of our 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. 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 (see Note 16 for details on the closing of our acquisition of Bay Equity), beginning in the fourth quarter of 2021, we 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 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: Three Months Ended March 31, 2022 2021 Revenue Real estate services (brokerage) $ 167,872 $ 156,447 Real estate services (partner) 9,615 12,162 Properties 379,753 92,726 Rentals 38,044 — Mortgage 2,917 5,711 Other 4,368 3,646 Intercompany eliminations (5,223) (2,373) Total $ 597,346 $ 268,319 Cost of revenue Real estate services $ 153,784 $ 128,216 Properties 358,866 91,130 Rentals 7,193 — Mortgage 5,517 5,869 Other 4,671 3,119 Intercompany eliminations (5,223) (2,373) Total $ 524,808 $ 225,961 Gross profit Real estate services $ 23,703 $ 40,393 Properties 20,887 1,596 Rentals 30,851 — Mortgage (2,600) (158) Other (303) 527 Total $ 72,538 $ 42,358 Real estate services, properties, mortgage, and other operating expenses $ 109,781 $ 76,871 Rentals operating expenses 47,877 — Loss from operations (85,120) (34,513) Interest income 220 159 Interest expense (3,861) (1,338) Income tax expense (134) — Other expense, net (1,911) (92) Net loss $ (90,806) $ (35,784) |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
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. Notional Amounts March 31, 2022 December 31, 2021 Forward sales commitments $ 43,260 $ 70,550 IRLCs 43,283 67,485 The locations and amounts of gains (losses) recognized in income related to our derivatives are as follows: Three Months Ended March 31, Instrument Classification 2022 2021 Forward sales commitments Service revenue $ 1,503 $ 1,928 IRLCs Service revenue (887) 166 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. In January 2022, we sold the Class A common stock and recognized a loss relative to this previously recorded fair value in other expense, net in our consolidated statement of comprehensive loss for the three months ended March 31, 2022. This loss is also 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 three months ended March 31, 2022. A summary of assets and liabilities related to our financial instruments, measured at fair value on a recurring basis and as reflected in our consolidated balance sheets, is set forth below: Balance at March 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash equivalents Money market funds $ 398,651 $ 398,651 $ — $ — Total cash equivalents 398,651 398,651 — — Short-term investments U.S. treasury securities 88,555 88,555 — — Agency bonds 6,903 6,903 — — Loans held for sale 23,693 — 23,693 — Other current assets Forward sales commitments 1,547 — 1,547 — IRLCs 550 — — 550 Total other current assets 2,097 — 1,547 550 Long-term investments U.S. treasury securities 56,194 56,194 — — Total assets $ 576,093 $ 550,303 $ 25,240 $ 550 Liabilities Accrued liabilities Forward sales commitments $ — $ — $ — $ — IRLCs 307 — — 307 Total liabilities $ 307 $ — $ — $ 307 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 — Other current assets Forward sales commitments 138 — 138 — IRLCs 1,191 — — 1,191 Total 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 liabilities Forward sales commitments $ 93 $ — $ 93 $ — IRLCs 60 — — 60 Total liabilities $ 153 $ — $ 93 $ 60 There were no transfers into or out of Level 3 financial instruments during the periods presented. The significant unobservable input used in the fair value measurement of IRLCs is the pull-through rate. Significant changes in the input could result in a significant change in fair value measurement. The pull-through rate used to determine the fair value of IRLCs was as follows: Key Inputs Valuation Technique March 31, 2022 December 31, 2021 Weighted-average pull-through rate Market pricing 68.1% 71.1% The following is a summary of changes in the fair value of IRLCs for the three months ended March 31, 2022: Three Months Ended March 31, 2022 2021 Balance, net—beginning of period $ 1,155 $ 1,771 Issuances of IRLCs 2,289 5,504 Settlements of IRLCs (2,893) (5,139) Net loss recognized in earnings (308) (199) Balance, net—end of period $ 243 $ 1,937 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: March 31, 2022 December 31, 2021 Issuance Net Carrying Amount Estimated Fair Value Net Carrying Amount Estimated Fair Value 2023 notes $ 23,318 $ 27,559 $ 23,280 $ 34,487 2025 notes 651,474 493,907 650,783 593,366 2027 notes 563,793 389,304 563,234 467,814 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 issuance costs. The estimated fair value of each tranche of convertible senior notes is based on the closing trading price of the notes on the last day of trading for the period, and is classified as Level 2 within the fair value hierarchy due to the limited trading activity of the notes. As of March 31, 2022, 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 $18.04 on March 31, 2022, the if-converted values of all three convertible notes were less than the principal amounts, respectively. See Note 15 for additional details on our 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, and other assets. These assets are remeasured 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: March 31, 2022 Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, Restricted Cash Short-term Investments Long-term Investments Cash $ 214,029 $ — $ — $ 214,029 $ 214,029 $ — $ — Money markets funds 398,651 — — 398,651 398,651 — — Restricted cash 36,047 — — 36,047 36,047 — — U.S. treasury securities 145,510 40 (801) 144,749 — 88,555 56,194 Agency bonds 6,900 3 — 6,903 — 6,903 — Total $ 801,137 $ 43 $ (801) $ 800,379 $ 648,727 $ 95,458 $ 56,194 December 31, 2021 Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, Restricted Cash Short-term Investments Long-term Investments Cash $ 81,032 $ — $ — $ 81,032 $ 81,032 $ — $ — Money markets funds 509,971 — — 509,971 509,971 — — Restricted cash 127,278 — — 127,278 127,278 — — U.S. treasury securities 71,749 1 (204) 71,546 — 16,718 54,828 Agency bonds 11,900 6 — 11,906 — 11,906 — Equity securities 500 4,613 — 5,113 — 5,113 — Total $ 802,430 $ 4,620 $ (204) $ 806,846 $ 718,281 $ 33,737 $ 54,828 We have evaluated our portfolio of available-for-sale debt securities based on credit quality indicators for expected credit losses and do not believe there are any expected credit losses. Our portfolio consists of U.S. government securities, all with a high quality credit rating issued by various credit agencies. As of March 31, 2022 and December 31, 2021, we had accrued interest of $265 and $86, respectively, on our available-for-sale investments, of which we have recorded no expected credit losses. Accrued interest receivable is recorded in other current assets in our consolidated balance sheets. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The components of inventory were as follows: March 31, 2022 December 31, 2021 Finished goods Properties for sale $ 28,822 $ 36,302 Properties under contract for sale 87,759 83,108 Work in progress Properties not available for sale 27,306 16,377 Properties under improvement 101,600 222,434 Inventory $ 245,487 $ 358,221 Inventory includes 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 March 31, 2022 and December 31, 2021, lower of cost or net realizable value write-downs were $1,235 and $2,364, respectively. These write-downs are included within the changes in inventory in net cash used in operating activities in our consolidated statements of cash flows. During the three months ended March 31, 2022, we purchased 398 homes with an inventory value of $197,549 and sold 617 homes with an inventory value of $306,379. During the three months ended March 31, 2021, we purchased 256 homes with an inventory value of $120,488 and sold 171 homes with an inventory value of $74,598. Homes that are under contract to purchase through our properties business, but that have not closed, are excluded from inventory and represent commitments at the end of the period. As of March 31, 2022, the value of homes under contract that have not closed was $147,766. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The components of property and equipment were as follows: Useful Lives (Years) March 31, 2022 December 31, 2021 Leasehold improvements Shorter of lease term or economic life $ 33,480 $ 33,455 Website and software development costs 2 - 3 52,818 50,439 Computer and office equipment 3 - 5 15,763 14,216 Software 3 1,871 1,871 Furniture 7 8,102 8,091 Property and equipment, gross 112,034 108,072 Accumulated depreciation and amortization (65,236) (59,766) Construction in progress 14,038 10,365 Property and equipment, net $ 60,836 $ 58,671 Depreciation and amortization expense for property and equipment amounted to $5,887 and $4,219 for the three months ended March 31, 2022 and 2021, respectively. We capitalized website and software development costs, including stock-based compensation, of $6,115 and $3,365 for the three months ended March 31, 2022 and 2021, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases We lease office space under noncancelable operating leases with original terms ranging from one Three Months Ended March 31, Lease Cost Classification 2022 2021 Operating lease cost: Operating lease cost (1) Cost of revenue $ 2,380 $ 2,324 Operating lease cost (1) Operating expenses 1,691 1,117 Total operating lease cost $ 4,071 $ 3,441 Finance lease cost: Amortization of right-of-use assets Cost of revenue $ 183 $ 56 Interest on lease liabilities Cost of revenue 25 9 Total finance lease cost $ 208 $ 65 (1) Includes lease expense with initial terms of twelve months or less of $376 and $271 for the three months ended March 31, 2022 and 2021, respectively. Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2022, excluding the three months ended March 31, 2022 $ 12,903 $ 482 $ 644 $ 14,029 2023 16,244 629 397 17,270 2024 14,653 544 346 15,543 2025 11,233 220 272 11,725 2026 10,495 2 28 10,525 Thereafter 6,434 — — 6,434 Total lease payments $ 71,962 $ 1,877 $ 1,687 $ 75,526 Less: Interest (1) 6,908 142 Present value of lease liabilities $ 65,054 $ 1,735 (1) Includes interest on operating leases of $2,515 and financing lease of $77 within the next twelve months. Lease Term and Discount Rate March 31, 2022 December 31, 2021 Weighted-average remaining operating lease term (years) 4.6 4.8 Weighted-average remaining finance lease term (years) 3.0 3.2 Weighted-average discount rate for operating leases 4.4 % 4.4 % Weighted-average discount rate for finance leases 5.4 % 5.4 % Three Months Ended March 31, Supplemental Cash Flow Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 4,389 $ 3,643 Operating cash flows from finance leases 26 9 Financing cash flows from finance leases 133 45 Right of use assets obtained in exchange for lease liabilities Operating leases $ 76 $ 6,247 Finance leases 309 39 |
Leases | Leases We lease office space under noncancelable operating leases with original terms ranging from one Three Months Ended March 31, Lease Cost Classification 2022 2021 Operating lease cost: Operating lease cost (1) Cost of revenue $ 2,380 $ 2,324 Operating lease cost (1) Operating expenses 1,691 1,117 Total operating lease cost $ 4,071 $ 3,441 Finance lease cost: Amortization of right-of-use assets Cost of revenue $ 183 $ 56 Interest on lease liabilities Cost of revenue 25 9 Total finance lease cost $ 208 $ 65 (1) Includes lease expense with initial terms of twelve months or less of $376 and $271 for the three months ended March 31, 2022 and 2021, respectively. Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2022, excluding the three months ended March 31, 2022 $ 12,903 $ 482 $ 644 $ 14,029 2023 16,244 629 397 17,270 2024 14,653 544 346 15,543 2025 11,233 220 272 11,725 2026 10,495 2 28 10,525 Thereafter 6,434 — — 6,434 Total lease payments $ 71,962 $ 1,877 $ 1,687 $ 75,526 Less: Interest (1) 6,908 142 Present value of lease liabilities $ 65,054 $ 1,735 (1) Includes interest on operating leases of $2,515 and financing lease of $77 within the next twelve months. Lease Term and Discount Rate March 31, 2022 December 31, 2021 Weighted-average remaining operating lease term (years) 4.6 4.8 Weighted-average remaining finance lease term (years) 3.0 3.2 Weighted-average discount rate for operating leases 4.4 % 4.4 % Weighted-average discount rate for finance leases 5.4 % 5.4 % Three Months Ended March 31, Supplemental Cash Flow Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 4,389 $ 3,643 Operating cash flows from finance leases 26 9 Financing cash flows from finance leases 133 45 Right of use assets obtained in exchange for lease liabilities Operating leases $ 76 $ 6,247 Finance leases 309 39 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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. The trial for this case has been set for mid-May 2022. The products and services at issue were developed by Matterport, Inc. ("Matterport"), an unaffiliated third party. We contract with Matterport to display its technology on our website and mobile applications. Matterport has agreed to indemnify and defend us with respect to the claims in this lawsuit. 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 our former lead agents as well as a former associate agent, filed a complaint against us in the Superior Court of California, County of Alameda. The original 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 subsequently filed an arbitration demand. In arbitration, the plaintiff alleges that (i) during the time he served as an associate agent, we misclassified him as an independent contractor instead of an employee and (ii) during the time he served as a lead agent, we misclassified him as an exempt employee. On February 18, 2022, the arbitrator granted a stay of the plaintiff’s claims pertaining to his role as an associate agent pending resolution of the claims brought against us by Devin Cook described above. The arbitrator declined to stay the plaintiff’s claims pertaining to his role as a lead agent, and those claims are proceeding in discovery. Other Commitments Our title and settlement business holds cash in escrow at third-party financial institutions on behalf of homebuyers and home sellers. As of March 31, 2022, we held $19,565 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. See Note 5 for our commitments related to inventory under contract but not closed. |
Acquired Intangible Assets and
Acquired Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 Weighted-Average Useful Lives (Years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Trade names 10 $ 71,040 $ (7,780) $ 63,260 $ 71,040 $ (6,004) $ 65,036 Developed technology 3.3 63,480 (22,402) 41,078 63,480 (17,285) 46,195 Customer relationships 10 81,360 (8,695) 72,665 81,360 (6,662) 74,698 Total $ 215,880 $ (38,877) $ 177,003 $ 215,880 $ (29,951) $ 185,929 Amortization expense amounted to $8,926 and $122 for the three months ended March 31, 2022 and 2021, respectively. The following table presents our estimate of remaining amortization expense for intangible assets that existed as of March 31, 2022: 2022, excluding the three months ended March 31, 2022 $ 26,779 2023 35,705 2024 20,458 2025 15,050 2026 15,050 Thereafter 63,961 Estimated remaining amortization expense $ 177,003 Goodwill —The following table presents the carrying amount of goodwill by reportable segment: Real Estate Services Rentals Total Balance as of March 31, 2022 and December 31, 2021 $ 250,231 $ 159,151 $ 409,382 |
Accrued and Other Liabilities
Accrued and Other Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued and Other Liabilities The components of accrued and other liabilities were as follows: March 31, 2022 December 31, 2021 Accrued compensation and benefits $ 69,173 $ 78,437 Miscellaneous accrued liabilities 20,178 25,217 Payroll tax liability deferred by the CARES Act 7,760 7,760 Customer contract liabilities 6,338 6,708 Total accrued and other liabilities $ 103,449 $ 118,122 |
Mezzanine Equity
Mezzanine Equity | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity On April 1, 2020, we issued 4,484,305 shares of our common stock, at a price of $15.61 per share, and 40,000 shares of our preferred stock, at a price of $1,000 per share, for aggregate gross proceeds of $110,000. We designated this preferred stock as Series A Convertible Preferred Stock (our "convertible preferred stock"). Our convertible preferred stock is classified as mezzanine equity in our consolidated financial statements as the substantive conversion features at the option of the holder precludes liability classification. We have determined there are no material embedded features that require recognition as a derivative asset or liability. We allocated the gross proceeds of $110,000 to the common stock issuance and the convertible preferred stock issuance based on the standalone fair value of the issuances, resulting in a fair valuation of $40,000 for the preferred stock, which is also the value of the mandatory redemption amount. As of March 31, 2022, the carrying value of our convertible preferred stock, net of issuance costs, is $39,879, and holders have earned unpaid stock dividends in the amount of 30,640 shares of common stock. This stock dividend was issued on April 1, 2022. These shares are included in basic and diluted net loss per share attributable to common stock in Note 13. As of March 31, 2022, no shares of the preferred stock have been converted, and the preferred stock was not redeemable, nor probable to become redeemable in the future as there is a more than remote chance the shares will be automatically converted prior to the mandatory redemption date. The number of shares of common stock reserved for future issuance resulting from dividends, conversion, or redemption with respect to the preferred stock was 2,622,177 as of the issuance date. Dividends —The holders of our convertible preferred stock are entitled to dividends. Dividends accrue daily based on a 360 day fiscal year at a rate of 5.5% per annum based on the issue price and are payable quarterly in arrears on the first business day following the end of each calendar quarter. Assuming we satisfy certain conditions, we will pay dividends in shares of common stock at a rate of the dividend payable divided by $17.95. If we do not satisfy such conditions, we will pay dividends in a cash amount equal to (i) the dividend shares otherwise issuable on the dividends multiplied by (ii) the volume-weighted average closing price of our common stock for the ten trading days preceding the date the dividends are payable. Participation Rights —Holders of our convertible preferred stock are entitled to dividends paid and distributions made to holders of our common stock to the same extent as if such preferred stockholders had converted their shares of preferred stock into common stock and held such shares on the record date for such dividends and distributions. Conversion —Holders may convert their convertible preferred stock into common stock at any time at a rate per share of preferred stock equal to the issue price divided by $19.51 (the "conversion price"). A holder that converts will also receive any dividend shares resulting from accrued dividends. Our convertible preferred stock may also be automatically converted to shares of our common stock. If the closing price of our common stock exceeds $27.32 per share (i) for each day of the 30 consecutive trading days immediately preceding April 1, 2023 or (ii) following April 1, 2023 until 30 trading days prior to November 30, 2024, for each day of any 30 consecutive trading days, then each outstanding share of preferred stock will automatically convert into a number of shares of our common stock at a rate per share of preferred stock equal to the issue price divided by the conversion price. Upon an automatic conversion, a holder will also receive any dividend shares resulting from accrued dividends. Redemption —On November 30, 2024, we will be required to redeem any outstanding shares of our convertible preferred stock, and each holder may elect to receive cash, shares of common stock, or a combination of cash and shares. If a holder elects to receive cash, we will pay, for each share of preferred stock, an amount equal to the issue price plus any accrued dividends. If a holder elects to receive shares, we will issue, for each share of preferred stock, a number of shares of common stock at a rate of the issue price divided by the conversion price plus any dividend shares resulting from accrued dividends. A holder of our convertible preferred stock has the right to require us to redeem up to all shares of preferred stock it holds following certain events outlined in the document governing the preferred stock. If a holder redeems as the result of such events, such holder may elect to receive cash or shares of common stock, as calculated in the same manner as the mandatory redemption described above. Additionally, such holder will also receive, in cash or shares of common stock as elected by the holder, an amount equal to all scheduled dividend payments on the preferred stock for all remaining dividend periods from the date the holder gives its notice of redemption. Liquidation Rights —Upon our liquidation, dissolution, or winding up, holders of our convertible preferred stock will be entitled to receive cash out of our assets prior to holders of the common stock. |
Equity and Equity Compensation
Equity and Equity Compensation Plans | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity and Equity Compensation Plans | Equity and Equity Compensation Plans Common Stock —As of March 31, 2022 and December 31, 2021, our amended and restated certificate of incorporation authorized us to issue 500,000,000 shares of common stock with a par value of $0.001 per share. Preferred Stock —As of March 31, 2022 and December 31, 2021, our amended and restated certificate of incorporation authorized us to issue 10,000,000 shares of preferred stock with a par value of $0.001. Amended and Restated 2004 Equity Incentive Plan —We granted options under our 2004 Equity Incentive Plan, as amended (our "2004 Plan"), until July 26, 2017, when we terminated it in connection with our initial public offering. Accordingly, no shares are available for future issuance under our 2004 Plan. Our 2004 Plan continues to govern outstanding equity awards granted thereunder. The term of each stock option under the plan is no more than 10 years, and each stock option generally vests over a four-year period. 2017 Equity Incentive Plan —Our 2017 Equity Incentive Plan (our "2017 EIP") became effective on July 26, 2017, and provides for the issuance of incentive and nonqualified common stock options and restricted stock units to employees, directors, and consultants. The number of shares of common stock initially reserved for issuance under our 2017 EIP was 7,898,159. The number of shares reserved for issuance under our 2017 EIP will increase automatically on January 1 of each calendar year beginning on January 1, 2018, and continuing through January 1, 2028, by the number of shares equal to the lesser of 5% of the total outstanding shares of our common stock as of the immediately preceding December 31 or an amount determined by our board of directors. The term of each stock option and restricted stock unit under the plan will not exceed 10 years, and each award generally vests between two We have reserved shares of common stock for future issuance under our 2017 EIP as follows: March 31, 2022 December 31, 2021 Stock options issued and outstanding 3,955,888 4,019,011 Restricted stock units outstanding 4,630,425 4,617,425 Shares available for future equity grants 19,788,185 15,205,854 Total shares reserved for future issuance 28,374,498 23,842,290 2017 Employee Stock Purchase Plan —Our 2017 Employee Stock Purchase Plan (our "ESPP") was approved by our board of directors on July 27, 2017 and enables eligible employees to purchase shares of our common stock at a discount. Purchases will be accomplished through participation in discrete offering periods. We initially reserved 1,600,000 shares of common stock for issuance under our ESPP. The number of shares reserved for issuance under our ESPP will increase automatically on January 1 of each calendar year beginning after the first offering date and continuing through January 1, 2028, by the number of shares equal to the lesser of 1% of the total outstanding shares of our common stock as of the immediately preceding December 31 or an amount determined by our board of directors. On each purchase date, eligible employees will purchase our common stock at a price per share equal to 85% of the lesser of (i) the fair market value of our common stock on the first trading day of the offering period and (ii) the fair market value of our common stock on the purchase date. We have reserved shares of common stock for future issuance under our ESPP as follows: Three Months Ended March 31, 2022 Year Ended Shares available for issuance at beginning of period 4,768,506 4,039,667 Shares issued during the period — (334,248) Total shares available for future issuance at end of period 4,768,506 3,705,419 Stock Options —Option activity for the three months ended March 31, 2022 was as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding as of January 1, 2022 (1) 4,019,011 $ 8.02 3.73 $ 122,038 PSOs earned (1) 150,000 27.50 Options exercised (208,499) 8.08 Options expired (4,624) 8.19 Outstanding as of March 31, 2022 3,955,888 8.76 3.35 39,549 Options exercisable as of March 31, 2022 3,955,888 8.76 3.35 39,549 (1) We granted stock options subject to performance conditions (“PSOs”) to our chief executive officer in 2019. We previously reported the target achievement level of these PSOs - 150,000 PSOs - within our outstanding stock options. During the first quarter of 2022, our board of directors determined that our chief executive officer earned his PSOs at the maximum achievement level. Accordingly, we are reporting an additional 150,000 PSOs as being earned during the first quarter of 2022. The grant date fair value of our stock options was recorded as stock-based compensation over the stock options' vesting period. All outstanding options were fully vested as of March 31, 2022. We did not recognize any option-related expense during the three months ended March 31, 2022. With respect to our PSOs, we had previously expensed the PSOs based on their maximum achievement level. During the first quarter of 2022, our board of directors certified our maximum achievement of the PSOs. Restricted Stock Units —Restricted stock unit activity for the three months ended March 31, 2022 was as follows: Restricted Stock Units Weighted-Average Grant-Date Fair Value Outstanding as of January 1, 2022 4,617,425 $ 37.13 Granted 952,396 20.01 Vested (684,357) 23.13 Forfeited or canceled (255,039) 40.91 Outstanding or deferred as of March 31, 2022 ( 1) 4,630,425 35.47 (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 has been deferred. The amount reported as outstanding or deferred as of March 31, 2022 includes these restricted stock units. As no further conditions exist to prevent the issuance of the shares of common stock underlying these restricted stock units, the shares are included in basic and diluted weighted shares outstanding used to calculate net loss per share attributable to common stock. The amount of shares whose issuance have been deferred is not considered material and is not reported separately from stock-based compensation in our consolidated statements of changes in mezzanine equity and stockholders’ equity. The grant date fair value of restricted stock units is recorded as stock-based compensation over the vesting period. As of March 31, 2022, there was $141,682 of total unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted-average period of 2.80 years. As of March 31, 2022, there were 212,711 restricted stock units subject to performance and market conditions ("PSUs") at 100% of the target level. Depending on our achievement of the performance and market conditions, the actual number of shares of common stock issuable upon vesting of PSUs will range from 0% to 200% of the target amount. For each PSU recipient, the awards will vest only if the recipient is continuing to provide service to us upon our board of directors, or its compensation committee, certifying that we have achieved the PSU's related performance or market conditions. Stock-based compensation expense for PSUs with performance conditions is recognized when it is probable that the performance conditions will be achieved. For PSUs with market conditions, the market condition is reflected in the grant-date fair value of the award and the expense is recognized over the life of the award. Stock-based compensation expense associated with the PSUs is as follows: Three Months Ended March 31, 2022 2021 PSU expense $ 693 $ 1,099 Compensation Cost —The following table details, for each period indicated, our stock-based compensation, net of forfeitures, and the amount capitalized in website and software development costs, each as included in our consolidated statements of comprehensive loss: Three Months Ended March 31, 2022 2021 Cost of revenue $ 3,377 $ 2,978 Technology and development (1) 7,965 5,761 Marketing 1,072 542 General and administrative 4,374 3,302 Total stock-based compensation $ 16,788 $ 12,583 |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
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 loss per share whenever doing so would be dilutive. We calculate basic and diluted net loss per share attributable to common stock in conformity with the two-class method required for companies with participating securities. We consider our convertible preferred stock to be participating securities. Under the two-class method, net loss attributable to common stock is not allocated to the preferred stock as its holders do not have a contractual obligation to share in losses, as discussed in Note 12. The calculation of basic and diluted net loss per share attributable to common stock was as follows: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (90,806) $ (35,784) Dividends on convertible preferred stock (793) (2,336) Net loss attributable to common stock—basic and diluted $ (91,599) $ (38,120) Denominator: Weighted-average shares—basic and diluted (1) 106,664,140 103,427,764 Net loss per share attributable to common stock—basic and diluted $ (0.86) $ (0.37) (1) Basic and diluted weighted-average shares outstanding include (i) common stock earned but not yet issued related to share-based dividends on our convertible preferred stock, and (ii) restricted stock units that have vested but whose settlement into common stock were deferred at the option of certain non-employee directors. The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Three Months Ended March 31, 2022 2021 2023 notes as if converted 769,623 778,297 2025 notes as if converted 9,119,960 9,119,960 2027 notes as if converted 6,147,900 5,346,000 Convertible preferred stock as if converted 2,040,000 2,040,000 Stock options outstanding 3,955,888 5,063,462 Restricted stock units outstanding (1)(2) 4,602,696 3,862,964 Employee stock purchase plan 265,167 128,032 Total 26,901,234 26,338,715 (1) Excludes 212,711 incremental PSUs 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesDuring the three months ended March 31, 2022, we recorded an income tax expense of $134, resulting in an effective tax rate of (0.15)%, which is primarily a result of current state income taxes. Our current income tax expense was partially offset by a deferred tax benefit resulting from a reduction to deferred tax liabilities originally created through our April 2, 2021 acquisition of RentPath. Our March 31, 2021 effective tax rate of 0% is a result of our previously recorded full valuation allowance against our deferred tax assets. In determining the realizability of the net U.S. federal and state deferred tax assets, we consider numerous factors including historical profitability, estimated future taxable income, prudent and feasible tax planning strategies, and the industry in which we operate. Management reassesses the realization of the deferred tax assets each reporting period, which resulted in a valuation allowance against the full amount of our U.S. deferred tax assets for the three months ended March 31, 2022 and 2021. To the extent that the financial results of our U.S. operations improve in the future and the deferred tax assets become realizable, we will reduce the valuation allowance through earnings. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, substantial changes in our ownership may limit the amount of net operating loss ("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 our 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. As of December 31, 2021, we had accumulated approximately $611,296 of federal net operating losses, approximately $18,777 (tax effected) of state net operating losses, and approximately $3,213 of foreign net operating losses. Federal net operating losses are available to offset federal taxable income and begin to expire in 2025, with net operating loss carryforwards of $320,123 generated after 2017 available to offset future U.S. federal taxable income over an indefinite period. Net research and development credit carryforwards of $18,828 are available as of December 31, 2021 to reduce future liabilities. The research and development credit carryforwards begin to expire in 2026. Deductible but limited federal business interest expense carryforwards of $149,710 are available as of December 31, 2021 to offset future U.S. federal taxable income over an indefinite period. Our material income tax jurisdiction is the United States (federal) and Canada (foreign). As a result of NOL carryforwards, we are subject to audit for all tax years for federal purposes. All tax years remain subject to examination in various other jurisdictions that are not material to our consolidated financial statements. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Warehouse Credit Facilities —To provide capital for the mortgage loans that it originates, Redfin Mortgage, our wholly owned mortgage origination subsidiary, utilizes warehouse credit facilities that are classified as current liabilities in our consolidated balance sheets. Borrowings under each warehouse credit facility are secured by the related mortgage loan and rights and income associated with the loan. The following table summarizes borrowings under these facilities as of the periods presented: March 31, 2022 December 31, 2021 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 $ 11,284 3.02 % $ 50,000 $ 17,089 3.00 % Texas Capital Bank, N.A. 40,000 8,604 3.79 % 40,000 11,852 3.01 % Flagstar Bank, FSB 25,000 2,397 3.15 % 25,000 4,102 3.00 % Total $ 115,000 $ 22,285 — $ 115,000 $ 33,043 — Borrowings under the facility with Western Alliance Bank ("Western Alliance") 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 March 31, 2022. Borrowings under the facility with Texas Capital Bank, N.A. ("Texas Capital") 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 periods presented: March 31, 2022 December 31, 2021 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 $ 400,000 $ 136,869 3.38 % $ 200,000 $ 199,781 3.30 % The facility matures on August 9, 2023, 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. Beginning on January 1, 2022, all outstanding borrowings generally bear interest at a rate equal to (i) the USD-SOFR-Compound rate plus 11.448 basis points (subject to a floor of 0.30%) plus (ii) 3.00%. Outstanding borrowings before January 1, 2022 generally bore interest at a rate of one-month LIBOR (subject to a floor of 0.30%) plus 3.00%. RedfinNow Borrower must repay all borrowings and accrued interest upon the termination of the facility, and it has the option to repay the borrowings, and the related interest, with respect to a specific financed home upon the sale of such home. In certain situations involving a financed home remaining unsold after a certain time period or becoming ineligible for financing under the facility, RedfinNow Borrower may be obligated to repay all or a portion of the borrowings, and related interest, with respect to such home prior to the sale of such home. In instances involving "bad acts," Redfin Corporation has guaranteed repayment of amounts owed under the facility, in some situations, and indemnification of certain expenses incurred, in other situations. As of March 31, 2022, RedfinNow Borrower had $413,657 of total assets, of which $231,023 related to inventory and $146,582 in cash and cash equivalents. As of December 31, 2021, RedfinNow Borrower had $567,128 of total assets, of which $337,630 related to inventory and $101,064 in cash and equivalents. For the three months ended March 31, 2022 and 2021, we amortized $92 and $86 of debt issuance costs, respectively, and recognized $1,508 and $340 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 March 31, 2022. For more than 20 trading days during the 30 consecutive trading days ended March 31, 2022, the volume weighted average price of our common stock was less than 130% of the conversion price of our 2023 notes. As a result, our 2023 notes will not be convertible at the option of the holders during the quarter ending June 30, 2022, and have been reclassified from current liabilities to non-current liabilities on our consolidated balance sheets as of March 31, 2022. 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 our convertible senior notes were as follows: March 31, 2022 Issuance Aggregate Principal Amount Unamortized Debt Discount Unamortized Debt Issuance Costs Net Carrying Amount 2023 notes $ 23,512 $ — $ 194 $ 23,318 2025 notes 661,250 — 9,776 651,474 2027 notes 575,000 — 11,207 563,793 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 Three Months Ended March 31, 2022 2021 2023 notes Contractual interest expense $ 103 $ 104 Amortization of debt discount — — Amortization of debt issuance costs 38 72 Total interest expense $ 141 $ 176 2025 notes Contractual interest expense — — Amortization of debt discount — — Amortization of debt issuance costs 690 690 Total interest expense $ 690 $ 690 2027 notes Contractual interest expense 719 35 Amortization of debt discount — — Amortization of debt issuance costs 560 27 Total interest expense $ 1,279 $ 62 Total Contractual interest expense 822 139 Amortization of debt discount — — Amortization of debt issuance costs 1,288 789 Total interest expense $ 2,110 $ 928 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. 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Closing of Acquisition of Bay Equity— On April 1, 2022, we completed our acquisition (the "Bay Equity Acquisition") of Bay Equity LLC (“Bay Equity”), and Bay Equity became one of our wholly owned subsidiaries. Bay Equity is a full-service mortgage lender that is licensed in 49 states (including the District of Columbia) and employs more than 1,100 people. We acquired Bay Equity to expand our mortgage business. The Bay Equity Acquisition was made pursuant to a merger agreement, dated as of January 10, 2022 (the “Merger Agreement”), among Redfin Corporation, Ruby Merger Sub LLC, one of our wholly owned subsidiaries (“Merger Sub”), BE Holdco, LLC, which held all of the equity interests of Bay Equity (“BE Holdco”), and Brett McGovern, as representative of the members of BE Holdco. Pursuant to the Merger Agreement, Merger Sub merged with and into BE Holdco, and BE Holdco continued as the surviving entity and became a wholly owned subsidiary of Redfin Corporation. The purchase price for the Bay Equity Acquisition is estimated to be $137,818 (the "Estimated Purchase Price"), which represents a $72,500 premium over Bay Equity’s tangible book value as of February 28, 2022. The final purchase price, which will be determined by June 30, 2022, unless there are any disputes, will be subject to adjustment based on the tangible book value of Bay Equity as of April 1, 2022, as well as certain other transaction-related adjustments. We paid all of the Estimated Purchase Price in cash. As contemplated by the Merger Agreement, we deposited $2,000 of the Estimated Purchase Price into an escrow account to satisfy potential purchase price adjustments and $20,066 of the Estimated Purchase Price into an escrow account to satisfy potential indemnification claims. The balance of the purchase price adjustment escrow amount, if any, after deducting any purchase price adjustment owed to us, will be released to BE Holdco’s former owners after the final purchase price has been determined. The balance of the indemnification escrow amount, if any, after deducting indemnification amounts payable to us, will be released to BE Holdco’s former owners on October 1, 2024 and in accordance with the Merger Agreement. Settlement of Lawsuit Alleging Violations of the Fair Housing Act— On April 29, 2022, we settled the lawsuit brought by ten housing organizations alleging that certain of our business policies and practices violate certain provisions of the FHA. See Note 8 for more information regarding this lawsuit. As part of the settlement, we will make two payments to the ten organizations: (1) an aggregate of $3,000 by May 29, 2022 and (2) an aggregate of $1,000 by April 29, 2023. The latter payment will be dedicated to fund programs devoted to expanding home ownership opportunities. In addition to the financial payments, we also agreed to certain changes to our business practices, including expanding our brokerage services to lower-priced homes in certain markets, designating a fair housing compliance officer, revamping our fair housing training, and expanding our diversity recruiting efforts. |
Summary of Accounting Policies
Summary of Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation —The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The financial information as of December 31, 2021 that is included in this quarterly report is derived from the audited consolidated financial statements and notes for the year ended December 31, 2021 included in Item 8 in our annual report for the year ended December 31, 2021. Such financial information should be read in conjunction with the notes and management’s discussion and analysis of the consolidated financial statements included in our annual report. The unaudited consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of March 31, 2022, our statements of comprehensive loss, and statements of changes in mezzanine equity and stockholders’ equity for the three months ended March 31, 2022 and 2021, as well as our statements of cash flows for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any interim period or for any other future year. |
Principles of Consolidation | Principles of Consolidation —The unaudited consolidated interim financial statements include the accounts of Redfin Corporation and its wholly owned subsidiaries, including those entities in which we have a variable interest and of which we are the primary beneficiary. Intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates —The preparation of consolidated financial statements, in conformity with GAAP, requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the respective periods. Our estimates include, but are not limited to, valuation of deferred income taxes, stock-based compensation, net realizable value of inventory, capitalization of website and software development costs, the incremental borrowing rate for the determination of the present value of lease payments, recoverability of intangible assets with finite lives, fair value of our mortgage loans held for sale, estimated useful life of intangible assets, fair value of reporting units for purposes of allocating and evaluating goodwill for impairment, and current expected credit losses on certain financial assets. 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. |
Restructuring and Reorganization | Restructuring and Reorganization —Restructuring and reorganization expenses primarily consist of employee termination costs (including severance, retention, benefits, and payroll taxes) for our mortgage and rentals segments due to the restructuring and reorganization activities from our acquisitions of Bay Equity LLC (“Bay Equity”) and RentPath Holdings, Inc., respectively. These expenses are included in restructuring and reorganization in our consolidated statements of comprehensive loss and in accrued and other liabilities in our consolidated balance sheets. We expect to complete the restructuring and reorganization activities by the end of 2022. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements —None applicable. Recently Issued Accounting Pronouncements —On October 28, 2021, the Financial Accounting Standards Board issued ASU 2021-08— Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. As a result of the amendments made by ASU 2021-08, it is expected that an acquirer will generally recognize and measure acquired contract assets and contract liabilities in a manner consistent with how the acquiree recognized and measured them in its pre-acquisition financial statements. The amendments made by ASU 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. We elected to early adopt this standard in the second quarter of 2022, and we do not expect any material impact on our financial statements as a result of adopting ASU 2021-08. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: 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 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: Three Months Ended March 31, 2022 2021 Revenue $ 597,346 $ 311,243 Net loss (90,726) (42,622) |
Segment Reporting and Revenue (
Segment Reporting and Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Information on each of the reportable and other segments and reconciliation to consolidated net loss is as follows: Three Months Ended March 31, 2022 2021 Revenue Real estate services (brokerage) $ 167,872 $ 156,447 Real estate services (partner) 9,615 12,162 Properties 379,753 92,726 Rentals 38,044 — Mortgage 2,917 5,711 Other 4,368 3,646 Intercompany eliminations (5,223) (2,373) Total $ 597,346 $ 268,319 Cost of revenue Real estate services $ 153,784 $ 128,216 Properties 358,866 91,130 Rentals 7,193 — Mortgage 5,517 5,869 Other 4,671 3,119 Intercompany eliminations (5,223) (2,373) Total $ 524,808 $ 225,961 Gross profit Real estate services $ 23,703 $ 40,393 Properties 20,887 1,596 Rentals 30,851 — Mortgage (2,600) (158) Other (303) 527 Total $ 72,538 $ 42,358 Real estate services, properties, mortgage, and other operating expenses $ 109,781 $ 76,871 Rentals operating expenses 47,877 — Loss from operations (85,120) (34,513) Interest income 220 159 Interest expense (3,861) (1,338) Income tax expense (134) — Other expense, net (1,911) (92) Net loss $ (90,806) $ (35,784) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | Notional Amounts March 31, 2022 December 31, 2021 Forward sales commitments $ 43,260 $ 70,550 IRLCs 43,283 67,485 |
Derivative Instruments, Gain (Loss) | The locations and amounts of gains (losses) recognized in income related to our derivatives are as follows: Three Months Ended March 31, Instrument Classification 2022 2021 Forward sales commitments Service revenue $ 1,503 $ 1,928 IRLCs Service revenue (887) 166 |
Schedule of Assets, Liabilities, and Equity Measured at Fair Value on a Recurring Basis | A summary of assets and liabilities related to our financial instruments, measured at fair value on a recurring basis and as reflected in our consolidated balance sheets, is set forth below: Balance at March 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash equivalents Money market funds $ 398,651 $ 398,651 $ — $ — Total cash equivalents 398,651 398,651 — — Short-term investments U.S. treasury securities 88,555 88,555 — — Agency bonds 6,903 6,903 — — Loans held for sale 23,693 — 23,693 — Other current assets Forward sales commitments 1,547 — 1,547 — IRLCs 550 — — 550 Total other current assets 2,097 — 1,547 550 Long-term investments U.S. treasury securities 56,194 56,194 — — Total assets $ 576,093 $ 550,303 $ 25,240 $ 550 Liabilities Accrued liabilities Forward sales commitments $ — $ — $ — $ — IRLCs 307 — — 307 Total liabilities $ 307 $ — $ — $ 307 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 — Other current assets Forward sales commitments 138 — 138 — IRLCs 1,191 — — 1,191 Total 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 liabilities Forward sales commitments $ 93 $ — $ 93 $ — IRLCs 60 — — 60 Total liabilities $ 153 $ — $ 93 $ 60 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The pull-through rate used to determine the fair value of IRLCs was as follows: Key Inputs Valuation Technique March 31, 2022 December 31, 2021 Weighted-average pull-through rate Market pricing 68.1% 71.1% |
Summary of Changes Fair Value Of Interest Rate Derivatives | The following is a summary of changes in the fair value of IRLCs for the three months ended March 31, 2022: Three Months Ended March 31, 2022 2021 Balance, net—beginning of period $ 1,155 $ 1,771 Issuances of IRLCs 2,289 5,504 Settlements of IRLCs (2,893) (5,139) Net loss recognized in earnings (308) (199) Balance, net—end of period $ 243 $ 1,937 |
Schedule of Long-term Debt | 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: March 31, 2022 December 31, 2021 Issuance Net Carrying Amount Estimated Fair Value Net Carrying Amount Estimated Fair Value 2023 notes $ 23,318 $ 27,559 $ 23,280 $ 34,487 2025 notes 651,474 493,907 650,783 593,366 2027 notes 563,793 389,304 563,234 467,814 March 31, 2022 December 31, 2021 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 $ 11,284 3.02 % $ 50,000 $ 17,089 3.00 % Texas Capital Bank, N.A. 40,000 8,604 3.79 % 40,000 11,852 3.01 % Flagstar Bank, FSB 25,000 2,397 3.15 % 25,000 4,102 3.00 % Total $ 115,000 $ 22,285 — $ 115,000 $ 33,043 — March 31, 2022 December 31, 2021 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 $ 400,000 $ 136,869 3.38 % $ 200,000 $ 199,781 3.30 % |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) | The cost or amortized cost, gross unrealized gains and losses, and estimated fair market value of our cash, money market funds, restricted cash, available-for-sale investments, and equity securities were as follows: March 31, 2022 Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, Restricted Cash Short-term Investments Long-term Investments Cash $ 214,029 $ — $ — $ 214,029 $ 214,029 $ — $ — Money markets funds 398,651 — — 398,651 398,651 — — Restricted cash 36,047 — — 36,047 36,047 — — U.S. treasury securities 145,510 40 (801) 144,749 — 88,555 56,194 Agency bonds 6,900 3 — 6,903 — 6,903 — Total $ 801,137 $ 43 $ (801) $ 800,379 $ 648,727 $ 95,458 $ 56,194 December 31, 2021 Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, Restricted Cash Short-term Investments Long-term Investments Cash $ 81,032 $ — $ — $ 81,032 $ 81,032 $ — $ — Money markets funds 509,971 — — 509,971 509,971 — — Restricted cash 127,278 — — 127,278 127,278 — — U.S. treasury securities 71,749 1 (204) 71,546 — 16,718 54,828 Agency bonds 11,900 6 — 11,906 — 11,906 — Equity securities 500 4,613 — 5,113 — 5,113 — Total $ 802,430 $ 4,620 $ (204) $ 806,846 $ 718,281 $ 33,737 $ 54,828 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The components of inventory were as follows: March 31, 2022 December 31, 2021 Finished goods Properties for sale $ 28,822 $ 36,302 Properties under contract for sale 87,759 83,108 Work in progress Properties not available for sale 27,306 16,377 Properties under improvement 101,600 222,434 Inventory $ 245,487 $ 358,221 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The components of property and equipment were as follows: Useful Lives (Years) March 31, 2022 December 31, 2021 Leasehold improvements Shorter of lease term or economic life $ 33,480 $ 33,455 Website and software development costs 2 - 3 52,818 50,439 Computer and office equipment 3 - 5 15,763 14,216 Software 3 1,871 1,871 Furniture 7 8,102 8,091 Property and equipment, gross 112,034 108,072 Accumulated depreciation and amortization (65,236) (59,766) Construction in progress 14,038 10,365 Property and equipment, net $ 60,836 $ 58,671 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense were as follows: Three Months Ended March 31, Lease Cost Classification 2022 2021 Operating lease cost: Operating lease cost (1) Cost of revenue $ 2,380 $ 2,324 Operating lease cost (1) Operating expenses 1,691 1,117 Total operating lease cost $ 4,071 $ 3,441 Finance lease cost: Amortization of right-of-use assets Cost of revenue $ 183 $ 56 Interest on lease liabilities Cost of revenue 25 9 Total finance lease cost $ 208 $ 65 (1) Includes lease expense with initial terms of twelve months or less of $376 and $271 for the three months ended March 31, 2022 and 2021, respectively. Lease Term and Discount Rate March 31, 2022 December 31, 2021 Weighted-average remaining operating lease term (years) 4.6 4.8 Weighted-average remaining finance lease term (years) 3.0 3.2 Weighted-average discount rate for operating leases 4.4 % 4.4 % Weighted-average discount rate for finance leases 5.4 % 5.4 % Three Months Ended March 31, Supplemental Cash Flow Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 4,389 $ 3,643 Operating cash flows from finance leases 26 9 Financing cash flows from finance leases 133 45 Right of use assets obtained in exchange for lease liabilities Operating leases $ 76 $ 6,247 Finance leases 309 39 |
Lessee, Operating Lease, Liability, Maturity | Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2022, excluding the three months ended March 31, 2022 $ 12,903 $ 482 $ 644 $ 14,029 2023 16,244 629 397 17,270 2024 14,653 544 346 15,543 2025 11,233 220 272 11,725 2026 10,495 2 28 10,525 Thereafter 6,434 — — 6,434 Total lease payments $ 71,962 $ 1,877 $ 1,687 $ 75,526 Less: Interest (1) 6,908 142 Present value of lease liabilities $ 65,054 $ 1,735 |
Finance Lease, Liability, Fiscal Year Maturity | Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2022, excluding the three months ended March 31, 2022 $ 12,903 $ 482 $ 644 $ 14,029 2023 16,244 629 397 17,270 2024 14,653 544 346 15,543 2025 11,233 220 272 11,725 2026 10,495 2 28 10,525 Thereafter 6,434 — — 6,434 Total lease payments $ 71,962 $ 1,877 $ 1,687 $ 75,526 Less: Interest (1) 6,908 142 Present value of lease liabilities $ 65,054 $ 1,735 |
Acquired Intangible Assets an_2
Acquired Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 Weighted-Average Useful Lives (Years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Trade names 10 $ 71,040 $ (7,780) $ 63,260 $ 71,040 $ (6,004) $ 65,036 Developed technology 3.3 63,480 (22,402) 41,078 63,480 (17,285) 46,195 Customer relationships 10 81,360 (8,695) 72,665 81,360 (6,662) 74,698 Total $ 215,880 $ (38,877) $ 177,003 $ 215,880 $ (29,951) $ 185,929 |
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 March 31, 2022: 2022, excluding the three months ended March 31, 2022 $ 26,779 2023 35,705 2024 20,458 2025 15,050 2026 15,050 Thereafter 63,961 Estimated remaining amortization expense $ 177,003 |
Schedule of Goodwill | The following table presents the carrying amount of goodwill by reportable segment: Real Estate Services Rentals Total Balance as of March 31, 2022 and December 31, 2021 $ 250,231 $ 159,151 $ 409,382 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The components of accrued and other liabilities were as follows: March 31, 2022 December 31, 2021 Accrued compensation and benefits $ 69,173 $ 78,437 Miscellaneous accrued liabilities 20,178 25,217 Payroll tax liability deferred by the CARES Act 7,760 7,760 Customer contract liabilities 6,338 6,708 Total accrued and other liabilities $ 103,449 $ 118,122 |
Equity and Equity Compensatio_2
Equity and Equity Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Reserved Shares of Common Stock | We have reserved shares of common stock for future issuance under our 2017 EIP as follows: March 31, 2022 December 31, 2021 Stock options issued and outstanding 3,955,888 4,019,011 Restricted stock units outstanding 4,630,425 4,617,425 Shares available for future equity grants 19,788,185 15,205,854 Total shares reserved for future issuance 28,374,498 23,842,290 We have reserved shares of common stock for future issuance under our ESPP as follows: Three Months Ended March 31, 2022 Year Ended Shares available for issuance at beginning of period 4,768,506 4,039,667 Shares issued during the period — (334,248) Total shares available for future issuance at end of period 4,768,506 3,705,419 |
Schedule of Stock Option Activity | Option activity for the three months ended March 31, 2022 was as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding as of January 1, 2022 (1) 4,019,011 $ 8.02 3.73 $ 122,038 PSOs earned (1) 150,000 27.50 Options exercised (208,499) 8.08 Options expired (4,624) 8.19 Outstanding as of March 31, 2022 3,955,888 8.76 3.35 39,549 Options exercisable as of March 31, 2022 3,955,888 8.76 3.35 39,549 (1) We granted stock options subject to performance conditions (“PSOs”) to our chief executive officer in 2019. We previously reported the target achievement level of these PSOs - 150,000 PSOs - within our outstanding stock options. During the first quarter of 2022, our board of directors determined that our chief executive officer earned his PSOs at the maximum achievement level. Accordingly, we are reporting an additional 150,000 PSOs as being earned during the first quarter of 2022. |
Schedule of Nonvested Restricted Stock Units Activity | Restricted stock unit activity for the three months ended March 31, 2022 was as follows: Restricted Stock Units Weighted-Average Grant-Date Fair Value Outstanding as of January 1, 2022 4,617,425 $ 37.13 Granted 952,396 20.01 Vested (684,357) 23.13 Forfeited or canceled (255,039) 40.91 Outstanding or deferred as of March 31, 2022 ( 1) 4,630,425 35.47 (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 has been deferred. The amount reported as outstanding or deferred as of March 31, 2022 includes these restricted stock units. As no further conditions exist to prevent the issuance of the shares of common stock underlying these restricted stock units, the shares are included in basic and diluted weighted shares outstanding used to calculate net loss per share attributable to common stock. The amount of shares whose issuance have been deferred is not considered material and is not reported separately from stock-based compensation in our consolidated statements of changes in mezzanine equity and stockholders’ equity. |
Schedule of Allocation of Share-based Compensation Costs | Stock-based compensation expense associated with the PSUs is as follows: Three Months Ended March 31, 2022 2021 PSU expense $ 693 $ 1,099 Three Months Ended March 31, 2022 2021 Cost of revenue $ 3,377 $ 2,978 Technology and development (1) 7,965 5,761 Marketing 1,072 542 General and administrative 4,374 3,302 Total stock-based compensation $ 16,788 $ 12,583 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The calculation of basic and diluted net loss per share attributable to common stock was as follows: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (90,806) $ (35,784) Dividends on convertible preferred stock (793) (2,336) Net loss attributable to common stock—basic and diluted $ (91,599) $ (38,120) Denominator: Weighted-average shares—basic and diluted (1) 106,664,140 103,427,764 Net loss per share attributable to common stock—basic and diluted $ (0.86) $ (0.37) (1) Basic and diluted weighted-average shares outstanding include (i) common stock earned but not yet issued related to share-based dividends on our convertible preferred stock, and (ii) restricted stock units that have vested but whose settlement into common stock were deferred at the option of certain non-employee directors. |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Three Months Ended March 31, 2022 2021 2023 notes as if converted 769,623 778,297 2025 notes as if converted 9,119,960 9,119,960 2027 notes as if converted 6,147,900 5,346,000 Convertible preferred stock as if converted 2,040,000 2,040,000 Stock options outstanding 3,955,888 5,063,462 Restricted stock units outstanding (1)(2) 4,602,696 3,862,964 Employee stock purchase plan 265,167 128,032 Total 26,901,234 26,338,715 (1) Excludes 212,711 incremental PSUs 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. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | 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: March 31, 2022 December 31, 2021 Issuance Net Carrying Amount Estimated Fair Value Net Carrying Amount Estimated Fair Value 2023 notes $ 23,318 $ 27,559 $ 23,280 $ 34,487 2025 notes 651,474 493,907 650,783 593,366 2027 notes 563,793 389,304 563,234 467,814 March 31, 2022 December 31, 2021 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 $ 11,284 3.02 % $ 50,000 $ 17,089 3.00 % Texas Capital Bank, N.A. 40,000 8,604 3.79 % 40,000 11,852 3.01 % Flagstar Bank, FSB 25,000 2,397 3.15 % 25,000 4,102 3.00 % Total $ 115,000 $ 22,285 — $ 115,000 $ 33,043 — March 31, 2022 December 31, 2021 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 $ 400,000 $ 136,869 3.38 % $ 200,000 $ 199,781 3.30 % |
Convertible Debt | We have issued convertible senior notes with the following characteristics: Issuance Maturity Date Stated Cash Interest Rate Effective Interest Rate First Interest Payment Date Semi-Annual Interest Payment Dates Conversion Rate 2023 notes July 15, 2023 1.75 % 2.45 % January 15, 2019 January 15; July 15 32.7332 2025 notes October 15, 2025 — % 0.42 % — — 13.7920 2027 notes April 1, 2027 0.50 % 0.90 % 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 March 31, 2022. For more than 20 trading days during the 30 consecutive trading days ended March 31, 2022, the volume weighted average price of our common stock was less than 130% of the conversion price of our 2023 notes. As a result, our 2023 notes will not be convertible at the option of the holders during the quarter ending June 30, 2022, and have been reclassified from current liabilities to non-current liabilities on our consolidated balance sheets as of March 31, 2022. 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 our convertible senior notes were as follows: March 31, 2022 Issuance Aggregate Principal Amount Unamortized Debt Discount Unamortized Debt Issuance Costs Net Carrying Amount 2023 notes $ 23,512 $ — $ 194 $ 23,318 2025 notes 661,250 — 9,776 651,474 2027 notes 575,000 — 11,207 563,793 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 |
Interest Income and Interest Expense Disclosure | Three Months Ended March 31, 2022 2021 2023 notes Contractual interest expense $ 103 $ 104 Amortization of debt discount — — Amortization of debt issuance costs 38 72 Total interest expense $ 141 $ 176 2025 notes Contractual interest expense — — Amortization of debt discount — — Amortization of debt issuance costs 690 690 Total interest expense $ 690 $ 690 2027 notes Contractual interest expense 719 35 Amortization of debt discount — — Amortization of debt issuance costs 560 27 Total interest expense $ 1,279 $ 62 Total Contractual interest expense 822 139 Amortization of debt discount — — Amortization of debt issuance costs 1,288 789 Total interest expense $ 2,110 $ 928 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | Apr. 02, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 409,382 | $ 409,382 | ||
Acquisition-related costs | 0 | |||
Real Estate Services Segment | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 250,231 | |||
Rentals segment | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 159,151 | |||
RentPath holdings | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses | $ 608,000 | |||
Goodwill | 400,196 | $ 409,382 | ||
Net income (loss) | (90,726) | $ (42,622) | ||
RentPath holdings | Real Estate Services Segment | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 241,045 | |||
RentPath holdings | Rentals segment | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 159,151 | |||
RentPath holdings | Acquisition-related Costs | ||||
Business Acquisition [Line Items] | ||||
Net income (loss) | $ 150 | $ 71,230 |
Business Combinations - Schedul
Business Combinations - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Apr. 02, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 409,382 | $ 409,382 | |
RentPath holdings | |||
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 | $ 409,382 | 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 | Mar. 31, 2022 |
Trade names | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
RentPath holdings | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value | $ 211,000 | |
RentPath holdings | Trade names | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value | $ 70,000 | |
Estimated Useful Life (in years) | 10 years | |
RentPath holdings | Developed technology | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value | $ 60,500 | |
Estimated Useful Life (in years) | 3 years | |
RentPath holdings | Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value | $ 80,500 | |
Estimated Useful Life (in years) | 10 years |
Business Combinations - Unaudit
Business Combinations - Unaudited Pro Forma Results (Details) - RentPath holdings - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 597,346 | $ 311,243 |
Net loss | $ (90,726) | $ (42,622) |
Segment Reporting and Revenue -
Segment Reporting and Revenue - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 6 |
Number of reportable segments | 4 |
Segment Reporting and Revenue_2
Segment Reporting and Revenue - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | $ 597,346 | $ 268,319 |
Cost of revenue | 524,808 | 225,961 |
Gross profit | 72,538 | 42,358 |
Operating expenses | 157,658 | 76,871 |
Loss from operations | (85,120) | (34,513) |
Interest income | 220 | 159 |
Interest expense | (3,861) | (1,338) |
Income tax expense | (134) | 0 |
Other expense, net | (1,911) | (92) |
Net loss | (90,806) | (35,784) |
Real estate segment | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Gross profit | 23,703 | 40,393 |
Properties segment | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Gross profit | 20,887 | 1,596 |
Real estate and properties segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Operating expenses | 109,781 | 76,871 |
Rentals segment | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Gross profit | 30,851 | 0 |
Operating expenses | 47,877 | 0 |
Mortgage Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Gross profit | (2,600) | (158) |
Operating Segments | Real estate segment | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Cost of revenue | 153,784 | 128,216 |
Operating Segments | Properties segment | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 379,753 | 92,726 |
Cost of revenue | 358,866 | 91,130 |
Operating Segments | Rentals segment | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 38,044 | 0 |
Cost of revenue | 7,193 | 0 |
Operating Segments | Mortgage Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 2,917 | 5,711 |
Cost of revenue | 5,517 | 5,869 |
Other revenue | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 4,368 | 3,646 |
Cost of revenue | 4,671 | 3,119 |
Gross profit | (303) | 527 |
Intercompany eliminations | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | (5,223) | (2,373) |
Cost of revenue | (5,223) | (2,373) |
Brokerage revenue | Operating Segments | Real estate segment | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 167,872 | 156,447 |
Partner revenue | Operating Segments | Real estate segment | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | $ 9,615 | $ 12,162 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share price (in dollars per share) | $ 18.04 | |
Accrued interest | $ 265,000 | $ 86,000 |
Available-for-sale, credit loss | 0 | $ 0 |
1.75% Convertible Senior Notes due 2023 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Aggregated principal amount | 23,512,000 | |
0% Convertible Senior Notes due 2025 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Aggregated principal amount | 661,250,000 | |
0.5% Convertible Senior Notes Due 2027 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Aggregated principal amount | $ 575,000,000 | |
Interest Rate Lock Commitments | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Loan commitments, term | 30 days | |
Interest Rate Lock Commitments | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Loan commitments, term | 90 days |
Financial Instruments - Notiona
Financial Instruments - Notional Amounts of Derivatives (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Forward sales commitments | ||
Derivative [Line Items] | ||
Notional Amounts | $ 43,260 | $ 70,550 |
IRLCs | ||
Derivative [Line Items] | ||
Notional Amounts | $ 43,283 | $ 67,485 |
Financial Instruments - Amount
Financial Instruments - Amount of Gains/(Losses) Recognized in Income (Details) - Service revenue - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Forward sales commitments | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Net gain (loss) recognized in earnings | $ 1,503 | $ 1,928 |
IRLCs | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Net gain (loss) recognized in earnings | $ (887) | $ 166 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Assets, Liabilities, and Equity Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Short-term investments | $ 95,458 | $ 33,737 |
Fair Value, Measurements, Recurring | ||
Assets | ||
Cash equivalents | 398,651 | 509,971 |
Short-term investments | 95,458 | 33,737 |
Loans held for sale | 23,693 | 35,759 |
Other current assets | 2,097 | 1,329 |
Long-term investments | 56,194 | 54,828 |
Total assets | 576,093 | 635,624 |
Liabilities | ||
Total liabilities | 307 | 153 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash equivalents | 398,651 | 509,971 |
Loans held for sale | 0 | 0 |
Other current assets | 0 | 0 |
Total assets | 550,303 | 598,536 |
Liabilities | ||
Total liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Loans held for sale | 23,693 | 35,759 |
Other current assets | 1,547 | 138 |
Total assets | 25,240 | 35,897 |
Liabilities | ||
Total liabilities | 0 | 93 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Loans held for sale | 0 | 0 |
Other current assets | 550 | 1,191 |
Total assets | 550 | 1,191 |
Liabilities | ||
Total liabilities | 307 | 60 |
Fair Value, Measurements, Recurring | Money market funds | ||
Assets | ||
Cash equivalents | 398,651 | 509,971 |
Fair Value, Measurements, Recurring | Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash equivalents | 398,651 | 509,971 |
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 |
U.S. treasury securities | Fair Value, Measurements, Recurring | ||
Assets | ||
Short-term investments | 88,555 | 16,718 |
Long-term investments | 56,194 | 54,828 |
U.S. treasury securities | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Short-term investments | 88,555 | 16,718 |
Long-term investments | 56,194 | |
U.S. treasury securities | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
U.S. treasury securities | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
Agency bonds | Fair Value, Measurements, Recurring | ||
Assets | ||
Short-term investments | 6,903 | 11,906 |
Long-term investments | 0 | 0 |
Agency bonds | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Short-term investments | 6,903 | 11,906 |
Long-term investments | 54,828 | |
Agency bonds | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
Agency bonds | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
Equity securities | ||
Assets | ||
Short-term investments | 5,113 | |
Equity securities | Fair Value, Measurements, Recurring | ||
Assets | ||
Short-term investments | 5,113 | |
Long-term investments | 0 | |
Equity securities | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Short-term investments | 5,113 | |
Equity securities | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Short-term investments | 0 | |
Equity securities | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Short-term investments | 0 | |
Forward sales commitments | Fair Value, Measurements, Recurring | ||
Assets | ||
Other current assets | 1,547 | 138 |
Liabilities | ||
Accrued liabilities | 0 | 93 |
Forward sales commitments | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Other current assets | 0 | 0 |
Liabilities | ||
Accrued liabilities | 0 | 0 |
Forward sales commitments | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Other current assets | 1,547 | 138 |
Liabilities | ||
Accrued liabilities | 0 | 93 |
Forward sales commitments | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Other current assets | 0 | 0 |
Liabilities | ||
Accrued liabilities | 0 | 0 |
IRLCs | Fair Value, Measurements, Recurring | ||
Assets | ||
Other current assets | 550 | 1,191 |
Liabilities | ||
Accrued liabilities | 307 | 60 |
IRLCs | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Other current assets | 0 | 0 |
Liabilities | ||
Accrued liabilities | 0 | 0 |
IRLCs | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Other current assets | 0 | 0 |
Liabilities | ||
Accrued liabilities | 0 | 0 |
IRLCs | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Other current assets | 550 | 1,191 |
Liabilities | ||
Accrued liabilities | $ 307 | $ 60 |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value Measurement Inputs and Valuation Techniques (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
IRLCs | Measurement Input, Weighted Average Pull Through Rate | Marketing pricing | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 0.681 | 0.711 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Changes in the Fair Value of IRLCs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Changes of fair value of interest rate lock commitments [Roll Forward] | ||
Balance, net—beginning of period | $ 1,155 | $ 1,771 |
Issuances of IRLCs | 2,289 | 5,504 |
Settlements of IRLCs | (2,893) | (5,139) |
Net loss recognized in earnings | (308) | (199) |
Balance, net—end of period | $ 243 | $ 1,937 |
Financial Instruments - Carryin
Financial Instruments - Carrying Amounts and Estimated Fair Values of Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
2023 notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Net Carrying Amount | $ 23,318 | $ 23,280 |
Estimated Fair Value | 27,559 | 34,487 |
2025 notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Net Carrying Amount | 651,474 | 650,783 |
Estimated Fair Value | 493,907 | 593,366 |
2027 notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Net Carrying Amount | 563,793 | 563,234 |
Estimated Fair Value | $ 389,304 | $ 467,814 |
Financial Instruments - Investm
Financial Instruments - Investments in Debt and Marketable Equity Securities Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Cost or Amortized Cost | ||||
Cash and cash equivalents, at carrying value | $ 612,680 | $ 591,003 | $ 1,241,255 | |
Restricted cash | 36,047 | 127,278 | 101,790 | |
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | 648,727 | 718,281 | $ 1,343,045 | $ 945,820 |
Short-term Investments | ||||
Short-term Investments | 95,458 | 33,737 | ||
Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Restricted cash | 36,047 | 127,278 | ||
Cash, cash equivalents, and available-for-sale debt securities, amortized cost | 801,137 | 802,430 | ||
Unrealized Gains (Losses) | ||||
Unrealized Gains | 43 | 4,620 | ||
Unrealized Losses | (801) | (204) | ||
Estimated Fair Value | ||||
Cash equivalents | 398,651 | 509,971 | ||
Cash, cash equivalents, and available-for-sale debt securities | 800,379 | 806,846 | ||
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | 648,727 | 718,281 | ||
Short-term Investments | ||||
Short-term Investments | 95,458 | 33,737 | ||
Long-term Investments | ||||
Long-term investments | 56,194 | 54,828 | ||
U.S. treasury securities | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Debt securities, available for sale, estimated fair value | 144,749 | 71,546 | ||
Unrealized Gains (Losses) | ||||
Unrealized Gains | 40 | 1 | ||
Unrealized Losses | (801) | (204) | ||
Estimated Fair Value | ||||
Debt securities, available-for-sale, amortized cost | 145,510 | 71,749 | ||
Short-term Investments | ||||
Short-term Investments | 88,555 | 16,718 | ||
Long-term Investments | ||||
Long-term investments | 56,194 | 54,828 | ||
Agency bonds | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Debt securities, available for sale, estimated fair value | 6,903 | 11,906 | ||
Unrealized Gains (Losses) | ||||
Unrealized Gains | 3 | 6 | ||
Unrealized Losses | 0 | 0 | ||
Estimated Fair Value | ||||
Debt securities, available-for-sale, amortized cost | 6,900 | 11,900 | ||
Short-term Investments | ||||
Short-term Investments | 6,903 | 11,906 | ||
Long-term Investments | ||||
Long-term investments | 0 | 0 | ||
Equity securities | ||||
Cost or Amortized Cost | ||||
Debt securities, available for sale, estimated fair value | 5,113 | |||
Unrealized Gains (Losses) | ||||
Unrealized Gains | 4,613 | |||
Unrealized Losses | 0 | |||
Estimated Fair Value | ||||
Debt securities, available-for-sale, amortized cost | 500 | |||
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 | 214,029 | 81,032 | ||
Estimated Fair Value | ||||
Cash equivalents | 214,029 | 81,032 | ||
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | 214,029 | 81,032 | ||
Money markets funds | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Cash and cash equivalents, at carrying value | 398,651 | 509,971 | ||
Estimated Fair Value | ||||
Cash equivalents | 398,651 | 509,971 | ||
Cash, Cash Equivalents, Restricted Cash | ||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | $ 398,651 | $ 509,971 |
Inventory (Details)
Inventory (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)home | Mar. 31, 2021USD ($)home | Dec. 31, 2021USD ($) | |
Inventory Disclosure [Abstract] | |||
Properties for sale | $ 28,822 | $ 36,302 | |
Properties under contract for sale | 87,759 | 83,108 | |
Properties not available for sale | 27,306 | 16,377 | |
Properties under improvement | 101,600 | 222,434 | |
Inventory | 245,487 | 358,221 | |
Lower of cost or net realizable value write-downs | $ 1,235 | $ 2,364 | |
Number of homes purchased | home | 398 | 256 | |
Additions | $ 197,549 | $ 120,488 | |
Number of homes sold | home | 617 | 171 | |
Value of homes sold | $ 306,379 | $ 74,598 | |
Payments remainder of fiscal year | $ 147,766 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ (65,236) | $ (59,766) |
Property and equipment, net | 60,836 | 58,671 |
Property and equipment, gross | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 112,034 | 108,072 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 33,480 | 33,455 |
Website and software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 52,818 | 50,439 |
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 | $ 15,763 | 14,216 |
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 | 1,871 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 7 years | |
Property and equipment, gross | $ 8,102 | 8,091 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 14,038 | $ 10,365 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 5,887 | $ 4,219 |
Capitalized computer software, additions | $ 6,115 | $ 3,365 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Mar. 31, 2022 |
Vehicles | |
Lessee, Lease, Description [Line Items] | |
Finance lease term (in years) | 4 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease term (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease term (in years) | 11 years |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Leased Assets [Line Items] | ||
Operating lease cost | $ 4,071 | $ 3,441 |
Total finance lease cost | 208 | 65 |
Short-term lease cost | 376 | 271 |
Cost of revenue | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | 2,380 | 2,324 |
Finance lease, right-of-use asset, amortization | 183 | 56 |
Finance lease, interest expense | 25 | 9 |
Operating expenses | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | $ 1,691 | $ 1,117 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Operating leases | |
2022, excluding the three months ended March 31, 2022 | $ 12,903 |
2023 | 16,244 |
2024 | 14,653 |
2025 | 11,233 |
2026 | 10,495 |
Thereafter | 6,434 |
Total lease payments | 71,962 |
Less: Interest | 6,908 |
Present value of lease liabilities | 65,054 |
Finance leases | |
2022, excluding the three months ended March 31, 2022 | 482 |
2023 | 629 |
2024 | 544 |
2025 | 220 |
2026 | 2 |
Thereafter | 0 |
Total lease payments | 1,877 |
Less: Interest | 142 |
Present value of lease liabilities | 1,735 |
Other Leases | |
2022, excluding the three months ended March 31, 2022 | 644 |
2023 | 397 |
2024 | 346 |
2025 | 272 |
2026 | 28 |
Thereafter | 0 |
Total lease payments | 1,687 |
Total Lease Obligations | |
2022, excluding the three months ended March 31, 2022 | 14,029 |
2023 | 17,270 |
2024 | 15,543 |
2025 | 11,725 |
2026 | 10,525 |
Thereafter | 6,434 |
Total lease payments | 75,526 |
Operating lease, capitalized interest expense | 2,515 |
Financing lease, capitalized interest expense | $ 77 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining operating lease term (years) | 4 years 7 months 6 days | 4 years 9 months 18 days |
Weighted-average remaining finance lease term (years) | 3 years | 3 years 2 months 12 days |
Weighted average discount rate for operating leases (percent) | 4.40% | 4.40% |
Weighted average discount rate for finance leases (percent) | 5.40% | 5.40% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 4,389 | $ 3,643 |
Operating cash flows from finance leases | 26 | 9 |
Financing cash flows from finance leases | 133 | 45 |
Right of use assets obtained in exchange for lease liabilities | ||
Operating leases | 76 | 6,247 |
Finance leases | $ 309 | $ 39 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | Oct. 28, 2020plaintiff | Mar. 31, 2022USD ($) |
Other Commitments | ||
Debt Instrument [Line Items] | ||
Escrow deposit | $ | $ 19,565 | |
Lawsuit Alleging Violations of the Fair Housing Act | ||
Debt Instrument [Line Items] | ||
Housing organizations | plaintiff | 10 |
Acquired Intangible Assets an_3
Acquired Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 215,880 | $ 215,880 |
Accumulated Amortization | (38,877) | (29,951) |
Net | $ 177,003 | 185,929 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Lives (Years) | 10 years | |
Gross | $ 71,040 | 71,040 |
Accumulated Amortization | (7,780) | (6,004) |
Net | 63,260 | 65,036 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 63,480 | 63,480 |
Accumulated Amortization | (22,402) | (17,285) |
Net | $ 41,078 | 46,195 |
Developed technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Lives (Years) | 3 years 3 months 18 days | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Lives (Years) | 10 years | |
Gross | $ 81,360 | 81,360 |
Accumulated Amortization | (8,695) | (6,662) |
Net | $ 72,665 | $ 74,698 |
Acquired Intangible Assets an_4
Acquired Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 8,926 | $ 122 |
Acquired Intangible Assets an_5
Acquired Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022, excluding the three months ended March 31, 2022 | $ 26,779 | |
2023 | 35,705 | |
2024 | 20,458 | |
2025 | 15,050 | |
2026 | 15,050 | |
Thereafter | 63,961 | |
Net | $ 177,003 | $ 185,929 |
Acquired Intangible Assets an_6
Acquired Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill [Line Items] | ||
Goodwill | $ 409,382 | $ 409,382 |
Real Estate Services Segment | ||
Goodwill [Line Items] | ||
Goodwill | 250,231 | |
Rentals segment | ||
Goodwill [Line Items] | ||
Goodwill | 159,151 | |
RentPath holdings | ||
Goodwill [Line Items] | ||
Goodwill | $ 409,382 |
Accrued and Other Liabilities_2
Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 69,173 | $ 78,437 |
Miscellaneous accrued liabilities | 20,178 | 25,217 |
Payroll tax liability deferred by the CARES Act | 7,760 | 7,760 |
Customer contract liabilities | 6,338 | 6,708 |
Accrued and other liabilities | $ 103,449 | $ 118,122 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) $ / shares in Units, $ in Thousands | Apr. 01, 2020USD ($)$ / sharesshares | Mar. 31, 2022USD ($)tradingDay$ / sharesshares | Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Temporary Equity [Line Items] | |||||
Proceeds from issuance of stock | $ | $ 110,000 | ||||
Carrying value of convertible preferred stock | $ | $ 39,879 | $ 39,868 | |||
Temporary equity, dividends (in shares) | shares | 30,640 | ||||
Convertible preferred stock, shares issued upon conversion (in shares) | shares | 2,622,177 | ||||
Dividend rate, daily accrual basis, fiscal period | 360 days | ||||
Preferred stock, dividend rate (percent) | 0.055% | ||||
Preferred stock, dividend rate (in dollars per share) | $ / shares | $ 17.95 | ||||
Conversion price ratio denominator (in dollars per share) | $ / shares | 19.51 | ||||
Conversion stock price trigger (in dollars per share) | $ / shares | $ 27.32 | ||||
Threshold consecutive trading days | tradingDay | 30 | ||||
Common Stock | |||||
Temporary Equity [Line Items] | |||||
Stock issued during period shares new issues (in shares) | shares | 4,484,305 | ||||
Shares issued price per share (in dollar per share) | $ / shares | $ 15.61 | ||||
Series A Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Stock issued during period shares new issues (in shares) | shares | 40,000 | ||||
Shares issued price per share (in dollar per share) | $ / shares | $ 1,000 | ||||
Proceeds from issuance of stock | $ | $ 40,000 | ||||
Carrying value of convertible preferred stock | $ | $ 39,879 | $ 39,868 | $ 39,834 | $ 39,823 | |
Converted preferred stock (in shares) | shares | 0 |
Equity and Equity Compensatio_3
Equity and Equity Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 27, 2017 | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 26, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Temporary equity, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Temporary equity, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
2004 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (years) | 10 years | |||
Award vesting period (years) | 4 years | |||
2017 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved (in shares) | 28,374,498 | 23,842,290 | 7,898,159 | |
Expected life (years) | 10 years | |||
Percentage of common stock, outstanding | 5.00% | |||
Restricted stock units outstanding (in shares) | 4,630,425 | 4,617,425 | ||
2017 Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved (in shares) | 4,768,506 | 3,705,419 | ||
Employee stock | 2004 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved (in shares) | 0 | |||
Employee stock | 2017 Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved (in shares) | 1,600,000 | |||
Percentage of common stock, outstanding | 1.00% | |||
Purchase price of common stock, percentage of market price of common stock | 85.00% | |||
Performance Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units outstanding (in shares) | 212,711 | |||
Achievement percentage of performance conditions | 100.00% | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation | $ 141,682 | |||
Unrecognized compensation expense, period for recognition (years) | 2 years 9 months 18 days | |||
Restricted stock units outstanding (in shares) | 4,630,425 | 4,617,425 | ||
Minimum | 2017 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (years) | 2 years | |||
Minimum | Performance Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of target amount | 0.00% | |||
Maximum | 2017 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (years) | 4 years | |||
Maximum | Performance Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of target amount | 200.00% |
Equity and Equity Compensatio_4
Equity and Equity Compensation Plans - Summary of Common Stock Reserved for Future Issuance: 2017 EIP (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 26, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options issued and outstanding options (in shares) | 3,955,888 | 4,019,011 | |
Equity Incentive Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options issued and outstanding options (in shares) | 3,955,888 | 4,019,011 | |
Restricted stock units issued and outstanding or deferred (in shares) | 4,630,425 | 4,617,425 | |
Shares available for future equity grants (in shares) | 19,788,185 | 15,205,854 | |
Total shares reserved for future issuance (in shares) | 28,374,498 | 23,842,290 | 7,898,159 |
Equity and Equity Compensatio_5
Equity and Equity Compensation Plans - Summary of Common Stock Reserved for Future Issuance: 2017 ESPP (Details) - 2017 Employee Stock Purchase Plan - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Shares Reserved For Future Issuance [Roll Forward] | ||
Shares available for issuance at beginning of period (in shares) | 4,768,506 | 4,039,667 |
Shares issued during the period (in shares) | 0 | (334,248) |
Total shares reserved for future issuance (in shares) | 4,768,506 | 3,705,419 |
Equity and Equity Compensatio_6
Equity and Equity Compensation Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Number of Options | ||||
Outstanding, beginning balance (in shares) | 4,019,011 | |||
PSOs earned (in shares) | 150,000 | |||
Options exercised (in shares) | (208,499) | |||
Options canceled (in shares) | (4,624) | |||
Outstanding, ending balance (in shares) | 3,955,888 | |||
Options exercisable at period end (in shares) | 3,955,888 | |||
Weighted-Average Exercise Price | ||||
Outstanding, beginning balance (in dollars per share) | $ 8.02 | |||
PSOs earned (in dollars per share) | 27.50 | |||
Options exercised (in dollars per share) | 8.08 | |||
Options canceled (in dollars per share) | 8.19 | |||
Outstanding, ending balance (in dollars per share) | 8.76 | |||
Options exercisable at period end (in dollars per share) | $ 8.76 | |||
Weighted-Average Remaining Contractual Life (Years) | ||||
Weighted average remaining contractual life outstanding | 3 years 4 months 6 days | 3 years 8 months 23 days | ||
Weighted average remaining contractual life exercisable | 3 years 4 months 6 days | |||
Aggregate Intrinsic Value | ||||
Options outstanding, Aggregate intrinsic value | $ 39,549 | $ 122,038 | ||
Options exercisable, Aggregate intrinsic value | $ 39,549 | |||
Chief Executive Officer | Performance Restricted Stock Units | ||||
Aggregate Intrinsic Value | ||||
Options granted (in shares) | 150,000 |
Equity and Equity Compensatio_7
Equity and Equity Compensation Plans - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Restricted Stock Units | |
Unvested outstanding at beginning of period (in shares) | shares | 4,617,425 |
Granted (in shares) | shares | 952,396 |
Vested (in shares) | shares | (684,357) |
Forfeited or canceled (in shares) | shares | (255,039) |
Unvested outstanding at end of period (in shares) | shares | 4,630,425 |
Weighted-Average Grant-Date Fair Value | |
Unvested outstanding at beginning of period (in dollars per share) | $ / shares | $ 37.13 |
Granted (in dollars per share) | $ / shares | 20.01 |
Vested (in dollars per share) | $ / shares | 23.13 |
Forfeited or canceled (in dollars per share) | $ / shares | 40.91 |
Unvested outstanding at end of period (in dollars per share) | $ / shares | $ 35.47 |
Equity and Equity Compensatio_8
Equity and Equity Compensation Plans - Compensation Costs for PSU's (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total expense | $ 16,788 | $ 12,583 |
Performance Restricted Stock Units | Current Period | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total expense | $ 693 | $ 1,099 |
Equity and Equity Compensatio_9
Equity and Equity Compensation Plans - Allocation of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 16,788 | $ 12,583 |
Stock-based compensation capitalized in property and equipment | 1,134 | 732 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 3,377 | 2,978 |
Technology and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 7,965 | 5,761 |
Marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 1,072 | 542 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 4,374 | $ 3,302 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stock - Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (90,806) | $ (35,784) |
Dividends on convertible preferred stock | (793) | (2,336) |
Net loss attributable to common stock - basic | (91,599) | (38,120) |
Net loss attributable to common stock - diluted | $ (91,599) | $ (38,120) |
Weighted average shares - basic (in shares) | 106,664,140 | 103,427,764 |
Weighted averages shares - diluted (in shares) | 106,664,140 | 103,427,764 |
Net loss per share attributable to common stock - diluted (in dollars per share) | $ (0.86) | $ (0.37) |
Denominator: | ||
Weighted average shares - basic (in shares) | 106,664,140 | 103,427,764 |
Weighted averages shares - diluted (in shares) | 106,664,140 | 103,427,764 |
Net loss per share attributable to common stock - diluted (in dollars per share) | $ (0.86) | $ (0.37) |
Net loss per share attributable to common stock - basic (in dollars per share) | $ (0.86) | $ (0.37) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stock - Summary of Anti-dilutive Stock Equivalents (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share (in shares) | 26,901,234 | 26,338,715 |
Performance Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Restricted stock units issued and outstanding or deferred (in shares) | 212,711 | |
Performance Restricted Stock Units | Maximum | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Percentage of target amount | 200.00% | |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share (in shares) | 2,040,000 | 2,040,000 |
Share-based Payment Arrangement, Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share (in shares) | 3,955,888 | 5,063,462 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share (in shares) | 4,602,696 | 3,862,964 |
Restricted Stock Units (RSUs) | Non-employee Directors | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share (in shares) | 27,729 | |
Employee stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share (in shares) | 265,167 | 128,032 |
1.75% Convertible Senior Notes due 2023 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share (in shares) | 769,623 | 778,297 |
0% Convertible Senior Notes due 2025 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share (in shares) | 9,119,960 | 9,119,960 |
0.5% Convertible Senior Notes Due 2027 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share (in shares) | 6,147,900 | 5,346,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense | $ 134 | $ 0 | ||
Effective tax rate (percent) | (0.15%) | 0.00% | ||
Operating loss unavailable for carryforward | $ 1,506 | |||
Tax credit unavailable for future use | $ 32 | |||
Federal Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 611,296 | |||
Operating loss carryforwards, not subject to expiration | 320,123 | |||
Federal Jurisdiction | RentPath Holdings | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, not subject to expiration | 149,710 | |||
Federal deductible | 18,828 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 18,777 | |||
Foreign Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 3,213 |
Debt - Warehouse Lines of Credi
Debt - Warehouse Lines of Credit (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Outstanding Borrowings | $ 22,285,000 | $ 33,043,000 |
Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | 115,000,000 | 115,000,000 |
Outstanding Borrowings | $ 22,285,000 | $ 33,043,000 |
Weighted-Average Interest Rate on Outstanding Borrowings | 0.00% | 0.00% |
Western Alliance Bank | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 50,000,000 | $ 50,000,000 |
Outstanding Borrowings | $ 11,284,000 | $ 17,089,000 |
Weighted-Average Interest Rate on Outstanding Borrowings | 3.02% | 3.00% |
Texas Capital Bank, N.A. | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 40,000,000 | $ 40,000,000 |
Outstanding Borrowings | $ 8,604,000 | $ 11,852,000 |
Weighted-Average Interest Rate on Outstanding Borrowings | 3.79% | 3.01% |
Flagstar Bank, FSB | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 25,000,000 | $ 25,000,000 |
Outstanding Borrowings | $ 2,397,000 | $ 4,102,000 |
Weighted-Average Interest Rate on Outstanding Borrowings | 3.15% | 3.00% |
Debt - Narrative (Details)
Debt - Narrative (Details) | Apr. 05, 2021$ / sharesshares | Mar. 31, 2022USD ($)employeetradingDaybusinessDay | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Mar. 25, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 20, 2020USD ($) | Jul. 23, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||
Inventory | $ 245,487,000 | $ 358,221,000 | ||||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | 648,727,000 | $ 1,343,045,000 | 718,281,000 | $ 945,820,000 | ||||
Adjustments to additional paid in capital, convertible debt, capped call transaction | $ 62,647,000 | |||||||
Debt Instrument, Redemption, Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price, percentage | 98.00% | |||||||
1.75% Convertible Senior Notes due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregated principal amount | $ 23,512,000 | |||||||
0% Convertible Senior Notes due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregated principal amount | 661,250,000 | |||||||
0.5% Convertible Senior Notes Due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregated principal amount | 575,000,000 | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Net assets | 413,657,000 | 567,128,000 | ||||||
Inventory | 231,023,000 | 337,630,000 | ||||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | 146,582,000 | 101,064,000 | ||||||
Amortization of debt issuance costs | 92,000 | 86,000 | ||||||
Interest expense, debt | $ 1,508,000 | 340,000 | ||||||
Western Alliance Bank | Warehouse Agreement Borrowings | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 3.00% | |||||||
Western Alliance Bank | Warehouse Agreement Borrowings | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||
Texas Capital Bank, N.A. | Warehouse Agreement Borrowings | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 2.95% | |||||||
Decrease in rate of interest accruing on outstanding principal | 0.25% | |||||||
Flagstar Bank, FSB | Warehouse Agreement Borrowings | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 3.00% | |||||||
Facility termination period | 30 days | |||||||
Flagstar Bank, FSB | Warehouse Agreement Borrowings | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.00% | |||||||
Goldman Sachs Bank USA | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, term | 6 months | |||||||
Goldman Sachs Bank USA | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis points | employee | 11.448 | |||||||
Minimum | Goldman Sachs Bank USA | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, floor rate of basis spread on variable rate | 0.30% | |||||||
Maximum | Goldman Sachs Bank USA | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||||
Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization of debt issuance costs | $ 1,288,000 | 789,000 | ||||||
Interest expense, debt | $ 822,000 | 139,000 | ||||||
Senior Notes | 1.75% Convertible Senior Notes due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 1.75% | |||||||
Amortization of debt issuance costs | $ 38,000 | 72,000 | ||||||
Interest expense, debt | 103,000 | 104,000 | ||||||
Aggregated principal amount | 23,512,000 | 23,512,000 | $ 143,750,000 | |||||
Repurchased face amount | $ 120,238,000 | |||||||
Threshold trading days | tradingDay | 20 | |||||||
Threshold consecutive trading days | tradingDay | 30 | |||||||
Threshold percentage of stock price trigger | 130.00% | |||||||
Senior Notes | 0% Convertible Senior Notes due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization of debt issuance costs | $ 690,000 | 690,000 | ||||||
Interest expense, debt | 0 | 0 | ||||||
Aggregated principal amount | $ 661,250,000 | 661,250,000 | $ 661,250,000 | |||||
Senior Notes | 0.5% Convertible Senior Notes Due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 0.50% | |||||||
Amortization of debt issuance costs | $ 560,000 | 27,000 | ||||||
Interest expense, debt | 719,000 | $ 35,000 | ||||||
Aggregated principal amount | $ 575,000,000 | $ 575,000,000 | $ 575,000,000 | |||||
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 consecutive trading days | tradingDay | 30 | |||||||
Threshold percentage of stock price trigger | 130.00% | |||||||
Senior Notes | Convertible Senior Notes | Debt Instrument, Redemption, Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold trading days | businessDay | 5 | |||||||
Threshold consecutive trading days | tradingDay | 5 | |||||||
Senior Notes | Minimum | 0.5% Convertible Senior Notes Due 2027 | Call Option | Capped Call Transaction | ||||||||
Debt Instrument [Line Items] | ||||||||
Capped call price (in dollars per share) | $ / shares | $ 93.53 | |||||||
Senior Notes | Maximum | 0.5% Convertible Senior Notes Due 2027 | Call Option | Capped Call Transaction | ||||||||
Debt Instrument [Line Items] | ||||||||
Capped call price (in dollars per share) | $ / shares | $ 138.56 |
Debt - Secured Revolving Credit
Debt - Secured Revolving Credit Facility (Details) - Goldman Sachs Bank USA - Revolving Credit Facility - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 400,000 | $ 200,000 |
Outstanding Borrowings | $ 136,869 | $ 199,781 |
Weighted-Average Interest Rate on Outstanding Borrowings | 3.38% | 3.30% |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) | 3 Months Ended | ||||
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Mar. 25, 2021USD ($) | Oct. 20, 2020USD ($) | Jul. 23, 2018USD ($) | |
1.75% Convertible Senior Notes due 2023 | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | $ 23,512,000 | ||||
Net Carrying Amount | $ 23,318,000 | $ 23,280,000 | |||
1.75% Convertible Senior Notes due 2023 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated Cash Interest Rate | 1.75% | ||||
Effective Interest Rate | 2.45% | ||||
Conversion Rate | 32.7332 | ||||
Aggregate Principal Amount | $ 23,512,000 | 23,512,000 | $ 143,750,000 | ||
Repurchased face amount | 120,238,000 | ||||
Unamortized Debt Discount | 0 | 0 | |||
Unamortized Debt Issuance Costs | 194,000 | 232,000 | |||
Net Carrying Amount | 23,318,000 | 23,280,000 | |||
0% Convertible Senior Notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | 661,250,000 | ||||
Net Carrying Amount | $ 651,474,000 | 650,783,000 | |||
0% Convertible Senior Notes due 2025 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 0.42% | ||||
Conversion Rate | 13.7920 | ||||
Aggregate Principal Amount | $ 661,250,000 | 661,250,000 | $ 661,250,000 | ||
Unamortized Debt Discount | 0 | 0 | |||
Unamortized Debt Issuance Costs | 9,776,000 | 10,467,000 | |||
Net Carrying Amount | 651,474,000 | 650,783,000 | |||
0.5% Convertible Senior Notes Due 2027 | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | 575,000,000 | ||||
Net Carrying Amount | $ 563,793,000 | 563,234,000 | |||
0.5% Convertible Senior Notes Due 2027 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated Cash Interest Rate | 0.50% | ||||
Effective Interest Rate | 0.90% | ||||
Conversion Rate | 10.6920 | ||||
Aggregate Principal Amount | $ 575,000,000 | 575,000,000 | $ 575,000,000 | ||
Unamortized Debt Discount | 0 | 0 | |||
Unamortized Debt Issuance Costs | 11,207,000 | 11,766,000 | |||
Net Carrying Amount | $ 563,793,000 | $ 563,234,000 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Total interest expense | $ 3,861 | $ 1,338 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 822 | 139 |
Amortization of debt discount | 0 | 0 |
Amortization of debt issuance costs | 1,288 | 789 |
Total interest expense | 2,110 | 928 |
1.75% Convertible Senior Notes due 2023 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 103 | 104 |
Amortization of debt discount | 0 | 0 |
Amortization of debt issuance costs | 38 | 72 |
Total interest expense | 141 | 176 |
0% Convertible Senior Notes due 2025 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 0 | 0 |
Amortization of debt discount | 0 | 0 |
Amortization of debt issuance costs | 690 | 690 |
Total interest expense | 690 | 690 |
0.5% Convertible Senior Notes Due 2027 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 719 | 35 |
Amortization of debt discount | 0 | 0 |
Amortization of debt issuance costs | 560 | 27 |
Total interest expense | $ 1,279 | $ 62 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Apr. 29, 2023USD ($) | May 29, 2022USD ($) | Apr. 29, 2022plaintiffpayment | Apr. 01, 2022USD ($)employeestates |
Forecast | ||||
Subsequent Event [Line Items] | ||||
Payments for legal settlement | $ 1,000 | $ 3,000 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Housing organizations | plaintiff | 10 | |||
Number of payments | payment | 2 | |||
Subsequent Event | Bay Equity Acquisition | ||||
Subsequent Event [Line Items] | ||||
Cash paid for acquisition | $ 137,818 | |||
Business combination, consideration transferred, premium value | 72,500 | |||
Business combination, escrow deposit, potential purchase price adjustments | 2,000 | |||
Business combination, escrow deposit, potential indemnification claims | $ 20,066 | |||
Subsequent Event | Bay Equity | ||||
Subsequent Event [Line Items] | ||||
States (in states) | states | 49 | |||
Entity number of employees (in employees) | employee | 1,100 |