Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 27, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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 | 576-8610 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | RDFN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 108,748,718 | |
Entity Central Index Key | 0001382821 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 359,724 | $ 591,003 |
Restricted cash | 43,992 | 127,278 |
Short-term investments | 110,316 | 33,737 |
Accounts receivable, net of allowances for credit losses of $1,979 and $1,298 | 96,343 | 69,594 |
Inventory | 301,231 | 358,221 |
Loans held for sale | 256,339 | 35,759 |
Prepaid expenses | 27,361 | 22,948 |
Other current assets | 26,738 | 7,524 |
Total current assets | 1,222,044 | 1,246,064 |
Property and equipment, net | 59,238 | 58,671 |
Right-of-use assets, net | 45,647 | 54,200 |
Mortgage servicing rights, at fair value | 36,914 | 0 |
Long-term investments | 41,677 | 54,828 |
Goodwill | 461,349 | 409,382 |
Intangible assets, net | 172,019 | 185,929 |
Other assets, noncurrent | 12,054 | 12,898 |
Total assets | 2,050,942 | 2,021,972 |
Current liabilities | ||
Accounts payable | 12,422 | 12,546 |
Accrued and other liabilities | 133,885 | 118,122 |
Warehouse credit facilities | 252,529 | 33,043 |
Secured revolving credit facility | 202,416 | 199,781 |
Convertible senior notes, net | 23,393 | 23,280 |
Lease liabilities | 21,094 | 15,040 |
Total current liabilities | 645,739 | 401,812 |
Lease liabilities, noncurrent | 39,803 | 55,222 |
Convertible senior notes, net, noncurrent | 1,217,768 | 1,214,017 |
Deferred tax liabilities | 344 | 1,201 |
Total liabilities | 1,903,654 | 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 September 30, 2022 and December 31, 2021, respectively | 39,902 | 39,868 |
Stockholders’ equity | ||
Common stock—par value $0.001 per share; 500,000,000 shares authorized; 108,716,990 and 106,308,767 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 109 | 106 |
Additional paid-in capital | 739,689 | 682,084 |
Accumulated other comprehensive loss | (1,051) | (174) |
Accumulated deficit | (631,361) | (372,164) |
Total stockholders’ equity | 107,386 | 309,852 |
Total liabilities, mezzanine equity, and stockholders’ equity | $ 2,050,942 | $ 2,021,972 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 1,979 | $ 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) | 108,716,990 | 106,308,767 |
Common stock, outstanding (in shares) | 108,716,990 | 106,308,767 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 600,517 | $ 540,074 | $ 1,804,778 | $ 1,279,708 |
Cost of revenue | 542,440 | 412,772 | 1,556,161 | 983,912 |
Gross profit | 58,077 | 127,302 | 248,617 | 295,796 |
Operating expenses | ||||
Technology and development | 48,063 | 43,658 | 149,209 | 112,824 |
Marketing | 33,748 | 49,143 | 133,832 | 116,343 |
General and administrative | 61,005 | 54,395 | 191,704 | 151,352 |
Restructuring and reorganization | 284 | 0 | 18,670 | 0 |
Total operating expenses | 143,100 | 147,196 | 493,415 | 380,519 |
Loss from operations | (85,023) | (19,894) | (244,798) | (84,723) |
Interest income | 1,174 | 178 | 1,948 | 472 |
Interest expense | (5,359) | (3,672) | (12,841) | (7,822) |
Income tax (expense) benefit | (132) | 311 | (425) | 5,363 |
Other (expense) income, net | (905) | 4,128 | (3,081) | 4,099 |
Net loss | (90,245) | (18,949) | (259,197) | (82,611) |
Non-cash dividends on convertible preferred stock | (272) | (1,662) | (1,416) | (5,875) |
Net loss attributable to common stock - basic | (90,517) | (20,611) | (260,613) | (88,486) |
Net loss attributable to common stock - diluted | $ (90,517) | $ (20,611) | $ (260,613) | $ (88,486) |
Net loss per share attributable to common stock - diluted (in dollars per share) | $ (0.83) | $ (0.20) | $ (2.42) | $ (0.85) |
Net loss per share attributable to common stock - basic (in dollars per share) | $ (0.83) | $ (0.20) | $ (2.42) | $ (0.85) |
Weighted averages shares - diluted (in shares) | 108,618,491 | 105,144,872 | 107,566,894 | 104,327,614 |
Weighted average shares - basic (in shares) | 108,618,491 | 105,144,872 | 107,566,894 | 104,327,614 |
Other comprehensive income | ||||
Foreign currency translation adjustments | $ 27 | $ 3 | $ 65 | $ 3 |
Unrealized gain on available-for-sale debt securities | 34 | 27 | 812 | 161 |
Comprehensive loss | (90,184) | (18,919) | (258,320) | (82,447) |
Service | ||||
Revenue | 300,854 | 301,657 | 862,756 | 776,120 |
Cost of revenue | 210,189 | 174,267 | 608,884 | 486,880 |
Product | ||||
Revenue | 299,663 | 238,417 | 942,022 | 503,588 |
Cost of revenue | $ 332,251 | $ 238,505 | $ 947,277 | $ 497,032 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Activities | ||
Net loss | $ (259,197) | $ (82,611) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 47,438 | 32,303 |
Stock-based compensation | 51,672 | 39,438 |
Amortization of debt discount and issuance costs | 4,358 | 3,583 |
Non-cash lease expense | 11,313 | 8,510 |
Impairment costs | 913 | 0 |
Net loss on IRLCs, forward sales commitments, and loans held for sale | 4,228 | 342 |
Change in fair value of mortgage servicing rights, net | (1,472) | 0 |
Other | 3,254 | (3,847) |
Change in assets and liabilities: | ||
Accounts receivable, net | (17,052) | (29,487) |
Inventory | 56,990 | (385,986) |
Prepaid expenses and other assets | (2,721) | (9,532) |
Accounts payable | (1,875) | 616 |
Accrued and other liabilities, deferred tax liabilities, and payroll tax liabilities, noncurrent | (24,202) | 23,011 |
Lease liabilities | (12,435) | (9,644) |
Origination of mortgage servicing rights | (2,774) | 0 |
Proceeds from sale of mortgage servicing rights | 1,314 | 0 |
Origination of loans held for sale | (3,091,099) | (745,703) |
Proceeds from sale of loans originated as held for sale | 3,082,858 | 744,886 |
Net cash used in operating activities | (148,489) | (414,121) |
Investing activities | ||
Purchases of property and equipment | (17,496) | (20,575) |
Purchases of investments | (145,273) | (129,277) |
Sales of investments | 12,946 | 98,687 |
Maturities of investments | 66,055 | 96,303 |
Cash paid for acquisition, net of cash, cash equivalents, and restricted cash acquired | (97,341) | (608,000) |
Net cash used in investing activities | (181,109) | (562,862) |
Financing activities | ||
Proceeds from the issuance of common stock pursuant to employee equity plans | 9,679 | 14,194 |
Tax payments related to net share settlements on restricted stock units | (6,650) | (21,088) |
Borrowings from warehouse credit facilities | 3,080,606 | 710,535 |
Repayments to warehouse credit facilities | (3,069,728) | (709,739) |
Borrowings from secured revolving credit facility | 552,051 | 431,717 |
Repayments to secured revolving credit facility | (549,416) | (256,039) |
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 561,529 |
Purchases of capped calls related to convertible senior notes | 0 | (62,647) |
Payments for repurchases and conversions of convertible senior notes | 0 | (2,159) |
Other financing payables | 0 | 3,161 |
Principal payments under finance lease obligations | (680) | (567) |
Cash paid for secured revolving credit facility issuance costs | (764) | (485) |
Net cash provided by financing activities | 15,098 | 668,412 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (65) | (3) |
Net change in cash, cash equivalents, and restricted cash | (314,565) | (308,574) |
Cash, cash equivalents, and restricted cash: | ||
Beginning of period | 718,281 | 945,820 |
End of period | 403,716 | 637,246 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 12,887 | 5,539 |
Non-cash transactions | ||
Stock-based compensation capitalized in property and equipment | 2,983 | 2,745 |
Property and equipment additions in accounts payable and accrued liabilities | 28 | 0 |
Leasehold improvements paid directly by lessor | $ 77 | $ 1,334 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Reconciliation of cash, cash equivalents, and restricted cash | ||||
Cash and cash equivalents | $ 359,724 | $ 591,003 | $ 562,714 | |
Restricted cash | 43,992 | 127,278 | 74,532 | |
Cash, cash equivalents, restricted cash and restricted cash equivalents | $ 403,716 | $ 718,281 | $ 637,246 | $ 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 Capital Revision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Deficit | Accumulated Deficit Revision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Other Comprehensive 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) | 91,920 | ||||||||
Issuance of common stock pursuant to employee stock purchase program (in shares) | 135,426 | ||||||||
Issuance of common stock pursuant to employee stock purchase program | 7,299 | 7,299 | |||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 1,354,078 | ||||||||
Stock issued during period, value, stock options exercised | 6,896 | $ 1 | 6,895 | ||||||
Issuance of common stock pursuant to settlement of restricted stock units (in shares) | 1,072,378 | ||||||||
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) | (319,229) | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units | (21,088) | (21,088) | |||||||
Purchases of capped calls related to convertible senior notes | (62,647) | (62,647) | |||||||
Issuance of common stock in connection with conversion of convertible senior notes (in shares) | 40,768 | ||||||||
Issuance of common stock in connection with conversion of convertible senior notes | (63) | (63) | |||||||
Stock-based compensation | 42,183 | 42,183 | |||||||
Other comprehensive loss | (164) | (164) | |||||||
Net loss | (82,611) | (82,611) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 105,375,935 | ||||||||
Ending balance at Sep. 30, 2021 | 317,884 | $ 105 | 662,894 | (345,162) | 47 | ||||
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 | $ 34 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 40,000 | ||||||||
Ending balance at Sep. 30, 2021 | $ 39,857 | ||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 104,838,095 | ||||||||
Beginning balance at Jun. 30, 2021 | 325,596 | $ 105 | 651,627 | (326,213) | 77 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Common stock dividends (in shares) | 30,640 | ||||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 264,875 | ||||||||
Stock issued during period, value, stock options exercised | 1,696 | $ 0 | 1,696 | ||||||
Issuance of common stock pursuant to settlement of restricted stock units (in shares) | 334,283 | ||||||||
Issuance of common stock pursuant to settlement of restricted stock units | 0 | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units (in shares) | (95,122) | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units | (4,558) | (4,558) | |||||||
Issuance of common stock in connection with conversion of convertible senior notes (in shares) | 3,164 | ||||||||
Issuance of common stock in connection with conversion of convertible senior notes | (10) | (10) | |||||||
Stock-based compensation | 14,139 | 14,139 | |||||||
Other comprehensive loss | (30) | (30) | |||||||
Net loss | (18,949) | (18,949) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 105,375,935 | ||||||||
Ending balance at Sep. 30, 2021 | $ 317,884 | $ 105 | 662,894 | (345,162) | 47 | ||||
Beginning balance (in shares) at Jun. 30, 2021 | 40,000 | ||||||||
Beginning balance at Jun. 30, 2021 | $ 39,846 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of convertible preferred stock, net | $ 11 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 40,000 | ||||||||
Ending balance at Sep. 30, 2021 | $ 39,857 | ||||||||
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) | 91,920 | ||||||||
Issuance of common stock pursuant to employee stock purchase program (in shares) | 661,054 | ||||||||
Issuance of common stock pursuant to employee stock purchase program | $ 4,630 | $ 1 | 4,629 | ||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 695,705 | 695,705 | |||||||
Stock issued during period, value, stock options exercised | $ 4,972 | $ 1 | 4,971 | ||||||
Issuance of common stock pursuant to settlement of restricted stock units (in shares) | 1,362,071 | ||||||||
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) | (402,527) | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units | (6,649) | (6,649) | |||||||
Stock-based compensation | 54,655 | 54,655 | |||||||
Other comprehensive loss | (877) | (877) | |||||||
Net loss | $ (259,197) | (259,197) | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 108,716,990 | 108,716,990 | |||||||
Ending balance at Sep. 30, 2022 | $ 107,386 | $ 109 | 739,689 | (631,361) | (1,051) | ||||
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 | $ 34 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 40,000 | 40,000 | |||||||
Ending balance at Sep. 30, 2022 | $ 39,902 | $ 39,902 | |||||||
Beginning balance (in shares) at Jun. 30, 2022 | 108,415,939 | ||||||||
Beginning balance at Jun. 30, 2022 | 181,253 | $ 108 | 723,251 | (541,116) | (990) | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Common stock dividends (in shares) | 30,640 | ||||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 50,585 | ||||||||
Stock issued during period, value, stock options exercised | 344 | $ 0 | 344 | ||||||
Issuance of common stock pursuant to settlement of restricted stock units (in shares) | 305,603 | ||||||||
Issuance of common stock pursuant to settlement of restricted stock units | 1 | $ 1 | |||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units (in shares) | (85,777) | ||||||||
Common stock surrendered for employees' tax liability upon settlement of restricted stock units | (2,906) | ||||||||
Stock-based compensation | 19,000 | 19,000 | |||||||
Other comprehensive loss | (61) | (61) | |||||||
Net loss | $ (90,245) | (90,245) | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 108,716,990 | 108,716,990 | |||||||
Ending balance at Sep. 30, 2022 | $ 107,386 | $ 109 | $ 739,689 | $ (631,361) | $ (1,051) | ||||
Beginning balance (in shares) at Jun. 30, 2022 | 40,000 | ||||||||
Beginning balance at Jun. 30, 2022 | $ 39,891 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of convertible preferred stock, net | $ 11 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 40,000 | 40,000 | |||||||
Ending balance at Sep. 30, 2022 | $ 39,902 | $ 39,902 |
Summary of Accounting Policies
Summary of Accounting Policies | 9 Months Ended |
Sep. 30, 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 September 30, 2022, our statements of comprehensive loss, and statements of changes in mezzanine equity and stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, as well as our statements of cash flows for the nine months ended September 30, 2022 and 2021. The results for the three and nine months ended September 30, 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 (“LHFS”) and mortgage servicing rights, 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) associated with the restructuring and reorganization activities from our acquisitions of Bay Equity LLC (“Bay Equity”), our mortgage business, and Rent Group Inc. (“Rent.”), our rentals business, and from our June 2022 workforce reduction. Restructuring and reorganization expenses will also include additional expenses throughout 2022 and into 2023 related to our November 9, 2022 workforce reduction and wind-down of our RedfinNow operations. 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. See Note 16 to our consolidated financial statements for more information on our November 9, 2022 workforce reduction and wind-down of our RedfinNow operations. We expect to complete our restructuring and reorganization activities by the end of 2023. Mortgage Servicing Rights (“MSRs”) —We determine the fair value of MSRs using a valuation model that calculates the net present value of estimated future cash flows. Key estimates of future cash flows include prepayment speeds, default rates, discount rates, cost of servicing, objective portfolio characteristics, and others factors. Changes in these estimates could materially change the estimated fair value. Lease Impairment —During the third quarter of 2022 we recognized an impairment loss of $913 due to subleasing one of our operating leases. Recently Adopted 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 there was not any material impact on our financial statements as a result of adopting ASU 2021-08. Recently Issued Accounting Pronouncements —None applicable. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations On April 1, 2022, we acquired, for $139,671 in cash, all of the equity interests of Bay Equity, and Bay Equity became one of our wholly owned subsidiaries. We acquired Bay Equity to expand our mortgage business. 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. The revenue from Bay Equity is reported in our mortgage segment in Note 3. The goodwill recognized in connection with our acquisition of Bay Equity 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 $51,967 to the mortgage segment. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as a result of the Bay Equity acquisition and is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available: Cash and cash equivalents $ 39,963 Restricted cash 2,367 Accounts receivable 9,697 Prepaid expenses 1,222 Other current assets 19,262 Property and equipment, net 897 Operating lease right-of-use assets 4,995 Loans held for sale 213,891 Mortgage servicing rights, at fair value 33,982 Other assets, noncurrent 294 Intangible assets 14,510 Goodwill 51,967 Total assets acquired 393,047 Accounts payable 1,747 Accrued and other liabilities 38,026 Lease liabilities 2,848 Lease liabilities and deposits, noncurrent 2,147 Warehouse credit facilities 208,608 Total liabilities assumed 253,376 Total purchase consideration $ 139,671 Acquisition-related costs consisted of external fees for advisory, legal, and other professional services and totaled approximately $13 and $2,437 for the three and nine months ended September 30, 2022, respectively. These costs were expensed as incurred and recorded in general and administrative costs in our consolidated statements of comprehensive loss. Identifiable Intangible Assets —The following table provides the preliminary fair values of the Bay Equity intangible assets, along with their estimated useful lives: Estimated Fair Value Estimated Useful Life (in years) Trade names $ 11,650 5 Developed technology 2,860 3 Total $ 14,510 The identifiable intangible assets include trade names and developed technology. Trade names primarily relate to the Bay Equity brand. Developed technology primarily relates to website functionality around data consolidation and optimization which helps drive efficiencies in loan origination and processing. The fair values of trade names and developed technology are derived by applying the relief from royalty method and replacement cost 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 and nine months ended September 30, 2022 and 2021. The pro forma financial information combines our results of operations with that of Bay Equity as though the companies had been combined as of January 1, 2021. 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 Bay Equity acquisition had taken place at such time. The pro forma financial information presented below includes adjustments for depreciation and amortization, restructuring costs, and transaction costs: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue $ 600,126 $ 621,555 $ 1,860,255 $ 1,563,545 Net loss (90,272) (8,544) (255,832) (41,329) There were no material non-recurring adjustments made in the pro forma financial information disclosed above. |
Segment Reporting and Revenue
Segment Reporting and Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting and Revenue | Segment Reporting and Revenue In 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 our statement of operations results, inclusive of net loss. We do not analyze discrete segment balance sheet information related to long-term assets, substantially all of which are located in the United States. We have six operating segments and four reportable segments, real estate services, properties, rentals, and mortgage. As a result of our decision to wind-down RedfinNow operations, we plan to report our properties segment as a discontinued operation beginning with the period during which we complete wind-down of the business. 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 RedfinNow homes, from subscription-based product offerings for our rentals business, and from the origination, sales, and servicing of mortgages. 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 presented in the table below. We have assigned certain previously reported expenses to each segment to conform to the way we internally manage and monitor our business. We allocated indirect costs to each segment based on a reasonable allocation methodology, when such costs are significant to the performance measures of the segments. Three Months Ended September 30, 2022 Real estate services Properties Rentals Mortgage Other Corporate Overhead and Intercompany Eliminations Total Revenue $ 211,540 $ 299,663 $ 38,686 $ 48,469 $ 7,079 $ (4,920) $ 600,517 Cost of revenue 156,632 332,251 8,676 43,783 6,018 (4,920) 542,440 Gross profit 54,908 (32,588) 30,010 4,686 1,061 — 58,077 Operating expenses Technology and development 25,709 4,728 15,385 985 751 505 48,063 Marketing 18,772 506 12,678 1,653 48 91 33,748 General and administrative 20,244 3,029 22,722 7,073 784 7,153 61,005 Restructuring and reorganization — — — — — 284 284 Total operating expenses 64,725 8,263 50,785 9,711 1,583 8,033 143,100 Loss from operations (9,817) (40,851) (20,775) (5,025) (522) (8,033) (85,023) Interest income, interest expense, income tax expense, and other expense, net — (2,814) 397 (129) 40 (2,716) (5,222) Net loss $ (9,817) $ (43,665) $ (20,378) $ (5,154) $ (482) $ (10,749) $ (90,245) Three Months Ended September 30, 2021 Real estate services Properties Rentals Mortgage Other Corporate Overhead and Intercompany Eliminations Total Revenue $ 257,795 $ 238,417 $ 40,406 $ 5,013 $ 3,193 $ (4,750) $ 540,074 Cost of revenue 161,449 238,397 7,395 6,705 3,576 (4,750) 412,772 Gross profit 96,346 20 33,011 (1,692) (383) — 127,302 Operating expenses Technology and development 20,732 3,602 13,849 2,910 586 1,979 43,658 Marketing 33,894 645 14,113 149 42 300 49,143 General and administrative 18,383 2,258 23,264 2,334 533 7,623 54,395 Total operating expenses 73,009 6,505 51,226 5,393 1,161 9,902 147,196 Income (loss) from operations 23,337 (6,485) (18,215) (7,085) (1,544) (9,902) (19,894) Interest income, interest expense, income tax expense, and other expense, net (56) (1,456) 311 1 1 2,144 945 Net income (loss) $ 23,281 $ (7,941) $ (17,904) $ (7,084) $ (1,543) $ (7,758) $ (18,949) Nine Months Ended September 30, 2022 Real estate services Properties Rentals Mortgage Other Corporate Overhead and Intercompany Eliminations Total Revenue $ 640,835 $ 942,022 $ 114,979 $ 104,484 $ 17,341 $ (14,883) $ 1,804,778 Cost of revenue 488,114 946,955 23,769 95,616 16,590 (14,883) 1,556,161 Gross profit 152,721 (4,933) 91,210 8,868 751 — 248,617 Operating expenses Technology and development 80,144 13,531 44,539 5,236 2,975 2,784 149,209 Marketing 90,380 2,480 36,806 3,525 173 468 133,832 General and administrative 67,578 9,064 68,738 18,047 2,346 25,931 191,704 Restructuring and reorganization — — — — — 18,670 18,670 Total operating expenses 238,102 25,075 150,083 26,808 5,494 47,853 493,415 Loss from operations (85,381) (30,008) (58,873) (17,940) (4,743) (47,853) (244,798) Interest income, interest expense, income tax expense, and other expense, net (123) (5,682) 1,098 (164) 51 (9,579) (14,399) Net loss $ (85,504) $ (35,690) $ (57,775) $ (18,104) $ (4,692) $ (57,432) $ (259,197) Nine Months Ended September 30, 2021 Real estate services Properties Rentals Mortgage Other Corporate Overhead and Intercompany Eliminations Total Revenue $ 678,602 $ 503,588 $ 82,954 $ 15,823 $ 10,261 $ (11,520) $ 1,279,708 Cost of revenue 453,790 496,948 14,965 19,406 10,323 (11,520) 983,912 Gross profit 224,812 6,640 67,989 (3,583) (62) — 295,796 Operating expenses Technology and development 60,862 9,512 27,616 7,814 1,538 5,482 112,824 Marketing 86,823 1,423 26,724 413 105 855 116,343 General and administrative 60,813 6,765 46,413 5,686 1,466 30,209 151,352 Total operating expenses 208,498 17,700 100,753 13,913 3,109 36,546 380,519 Income (loss) from operations 16,314 (11,060) (32,764) (17,496) (3,171) (36,546) (84,723) Interest income, interest expense, income tax expense, and other expense, net (87) (2,538) 523 2 2 4,210 2,112 Net income (loss) $ 16,227 $ (13,598) $ (32,241) $ (17,494) $ (3,169) $ (32,336) $ (82,611) |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 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 September 30, 2022 December 31, 2021 Forward sales commitments $ 476,903 $ 70,550 IRLCs 390,091 67,485 The locations and amounts of gains (losses) recognized in income related to our derivatives are as follows: Three Months Ended September 30, Nine Months Ended September 30, Instrument Classification 2022 2021 2022 2021 Forward sales commitments Service revenue $ 11,602 $ 859 $ 1,757 $ 938 IRLCs Service revenue (8,462) (888) (4,433) (687) Fair Value of Financial Instruments A summary of assets and liabilities related to our financial instruments, measured at fair value on a recurring basis and as reflected in our consolidated balance sheets, is set forth below: Balance at September 30, 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 $ 294,396 $ 294,396 $ — $ — Total cash equivalents 294,396 294,396 — — Short-term investments U.S. treasury securities 87,313 87,313 — — Agency bonds 23,003 23,003 — — Total short-term investments 110,316 110,316 — — Loans held for sale 256,339 — 256,339 — Other current assets Forward sales commitments 13,153 — 13,153 — IRLCs 5,764 — — 5,764 Total other current assets 18,917 — 13,153 5,764 Mortgage servicing rights, at fair value 36,914 — — 36,914 Long-term investments U.S. treasury securities 41,677 41,677 — — Total assets $ 758,559 $ 446,389 $ 269,492 $ 42,678 Liabilities Accrued and other liabilities Forward sales commitments $ 263 $ — $ 263 $ — IRLCs 4,716 — — 4,716 Total liabilities $ 4,979 $ — $ 263 $ 4,716 Balance at December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash equivalents Money market funds $ 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 inputs used to determine the fair value of IRLCs and MSRs that could result in a significant change in fair value measurement were as follows: September 30, 2022 December 31, 2021 Key Inputs Valuation Technique Range Weighted-Average Range Weighted-Average IRLCs Pull-through rate Market pricing 58.0% - 100.0% 91.7% 71.1% 71.1% MSRs Prepayment speed Discounted cash flow 6.0% - 14.2% 6.5% N/A N/A Default rates Discounted cash flow 0.0% - 0.5% 0.1% N/A N/A Discount rate Discounted cash flow 9.5% - 12.4% 9.6% N/A N/A The following is a summary of changes in the fair value of IRLCs for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance, net—beginning of period $ 9,510 $ 1,972 $ 1,155 $ 1,771 IRLCs acquired in business combination — — 4,326 — Issuances of IRLCs 20,440 3,849 40,740 14,523 Settlements of IRLCs (23,494) (4,248) (40,762) (14,956) Fair value changes recognized in earnings (5,408) (489) (4,411) (254) Balance, net—end of period $ 1,048 $ 1,084 $ 1,048 $ 1,084 The following is a summary of changes in the fair value of MSRs for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance—beginning of period $ 35,050 $ — $ — $ — MSRs acquired in business combination — — 33,982 — MSRs originated 1,811 — 2,774 — MSRs sales (541) — (1,314) — Fair value changes recognized in earnings 594 — 1,472 — Balance, net—end of period $ 36,914 $ — $ 36,914 $ — 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: September 30, 2022 December 31, 2021 Issuance Net Carrying Amount Estimated Fair Value Net Carrying Amount Estimated Fair Value 2023 notes $ 23,393 $ 21,634 $ 23,280 $ 34,487 2025 notes 652,854 385,985 650,783 593,366 2027 notes 564,914 285,511 563,234 467,814 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. Based on the closing price of our common stock of $5.84 on September 30, 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: September 30, 2022 Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, and Restricted Cash Short-term Investments Long-term Investments Cash $ 65,328 $ — $ — $ 65,328 $ 65,328 $ — $ — Money markets funds 294,396 — — 294,396 294,396 — — Restricted cash 43,992 — — 43,992 43,992 — — U.S. treasury securities 130,002 26 (1,038) 128,990 — 87,313 41,677 Agency bonds 23,000 3 — 23,003 — 23,003 — Total $ 556,718 $ 29 $ (1,038) $ 555,709 $ 403,716 $ 110,316 $ 41,677 December 31, 2021 Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, and 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 September 30, 2022 and December 31, 2021, we had accrued interest of $363 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 | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The components of inventory were as follows: September 30, 2022 December 31, 2021 Finished goods Properties for sale $ 147,993 $ 36,302 Properties under contract for sale 86,985 83,108 Work in progress Properties not available for sale 9,002 16,377 Properties under improvement 57,251 222,434 Inventory $ 301,231 $ 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 September 30, 2022 and December 31, 2021, lower of cost or net realizable value write-downs were $18,274 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 nine months ended September 30, 2022, we purchased 1,438 homes with an inventory value of $746,248 and sold 1,570 homes with an inventory value of $786,483. During the nine months ended September 30, 2021, we purchased 1,528 homes with an inventory value of $790,738 and sold 851 homes with an inventory value of $415,110. 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 September 30, 2022, the aggregate purchase price of these homes was $41,540. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The components of property and equipment were as follows: Useful Lives (Years) September 30, 2022 December 31, 2021 Leasehold improvements Shorter of lease term or economic life $ 32,496 $ 33,455 Website and software development costs 2 - 3 61,903 50,439 Computer and office equipment 3 - 5 18,331 14,216 Software 3 1,871 1,871 Furniture 7 7,816 8,091 Property and equipment, gross 122,417 108,072 Accumulated depreciation and amortization (72,932) (59,766) Construction in progress 9,753 10,365 Property and equipment, net $ 59,238 $ 58,671 Depreciation and amortization expense for property and equipment amounted to $6,552 and $5,399 for the three months ended September 30, 2022 and 2021, respectively, and $19,018 and $14,369 for the nine months ended September 30, 2022 and 2021, respectively. We capitalized website and software development costs, including stock-based compensation, of $5,031 and $4,727 for the three months ended September 30, 2022 and 2021, respectively, and $16,042 and $13,137 for the nine months ended September 30, 2022 and 2021, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases We lease office space under noncancelable operating leases with original terms ranging from one Three Months Ended September 30, Nine Months Ended September 30, Lease Cost Classification 2022 2021 2022 2021 Operating lease cost Operating lease cost (1) Cost of revenue $ 3,599 $ 2,400 $ 9,682 $ 7,105 Operating lease cost (1) Operating expenses 2,056 1,727 5,542 4,440 Total operating lease cost $ 5,655 $ 4,127 $ 15,224 $ 11,545 Finance lease cost Amortization of right-of-use assets Cost of revenue $ 209 $ 139 $ 576 $ 335 Interest on lease liabilities Cost of revenue 26 21 74 51 Total finance lease cost $ 235 $ 160 $ 650 $ 386 (1) Includes lease expense with initial terms of twelve months or less of $1,459 and $430 for the three months ended September 30, 2022 and 2021, respectively, and $2,882 and $1,156 for the nine months ended September 30, 2022 and 2021, respectively. Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2022, excluding the nine months ended September 30, 2022 $ 6,674 $ 196 $ 738 $ 7,608 2023 19,823 772 1,012 21,607 2024 13,911 686 615 15,212 2025 9,846 362 579 10,787 2026 8,396 78 160 8,634 Thereafter 5,248 — 155 5,403 Total lease payments $ 63,898 $ 2,094 $ 3,259 $ 69,251 Less: Interest (1) 4,945 150 Present value of lease liabilities $ 58,953 $ 1,944 (1) Includes interest on operating leases of $2,109 and financing lease of $85 within the next twelve months. Lease Term and Discount Rate September 30, 2022 December 31, 2021 Weighted-average remaining operating lease term (years) 3.7 4.8 Weighted-average remaining finance lease term (years) 2.9 3.2 Weighted-average discount rate for operating leases 4.5 % 4.4 % Weighted-average discount rate for finance leases 5.4 % 5.4 % Nine Months Ended September 30, Supplemental Cash Flow Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 14,758 $ 12,006 Operating cash flows from finance leases 74 64 Financing cash flows from finance leases 442 226 Right-of-use assets obtained in exchange for lease liabilities Operating leases (1) $ (2,257) $ 6,544 Finance leases 934 987 |
Leases | Leases We lease office space under noncancelable operating leases with original terms ranging from one Three Months Ended September 30, Nine Months Ended September 30, Lease Cost Classification 2022 2021 2022 2021 Operating lease cost Operating lease cost (1) Cost of revenue $ 3,599 $ 2,400 $ 9,682 $ 7,105 Operating lease cost (1) Operating expenses 2,056 1,727 5,542 4,440 Total operating lease cost $ 5,655 $ 4,127 $ 15,224 $ 11,545 Finance lease cost Amortization of right-of-use assets Cost of revenue $ 209 $ 139 $ 576 $ 335 Interest on lease liabilities Cost of revenue 26 21 74 51 Total finance lease cost $ 235 $ 160 $ 650 $ 386 (1) Includes lease expense with initial terms of twelve months or less of $1,459 and $430 for the three months ended September 30, 2022 and 2021, respectively, and $2,882 and $1,156 for the nine months ended September 30, 2022 and 2021, respectively. Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2022, excluding the nine months ended September 30, 2022 $ 6,674 $ 196 $ 738 $ 7,608 2023 19,823 772 1,012 21,607 2024 13,911 686 615 15,212 2025 9,846 362 579 10,787 2026 8,396 78 160 8,634 Thereafter 5,248 — 155 5,403 Total lease payments $ 63,898 $ 2,094 $ 3,259 $ 69,251 Less: Interest (1) 4,945 150 Present value of lease liabilities $ 58,953 $ 1,944 (1) Includes interest on operating leases of $2,109 and financing lease of $85 within the next twelve months. Lease Term and Discount Rate September 30, 2022 December 31, 2021 Weighted-average remaining operating lease term (years) 3.7 4.8 Weighted-average remaining finance lease term (years) 2.9 3.2 Weighted-average discount rate for operating leases 4.5 % 4.4 % Weighted-average discount rate for finance leases 5.4 % 5.4 % Nine Months Ended September 30, Supplemental Cash Flow Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 14,758 $ 12,006 Operating cash flows from finance leases 74 64 Financing cash flows from finance leases 442 226 Right-of-use assets obtained in exchange for lease liabilities Operating leases (1) $ (2,257) $ 6,544 Finance leases 934 987 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings Below is a discussion of our material, pending legal proceedings. 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 alleged that we were infringing four patents claimed to be owned by Surefield without its authorization or license. Surefield sought an unspecified amount of damages and an injunction against us offering products and services that allegedly infringe the patents at issue. On May 17, 2022, the jury returned a verdict in our favor, finding that we did not infringe any of the asserted claims of the patents claimed to be owned by Surefield, and accordingly, we do not owe any damages to Surefield. The jury also found that all asserted claims of Surefield’s claimed patents were invalid. The court entered final judgment on August 15, 2022. On September 12, 2022, Surefield filed a motion for judgment as a matter of law and a motion for a new trial. In the motions, Surefield asserts that no jury could have found non-infringement based on the trial record, among other things. We filed oppositions to the motions on October 3, 2022 and Surefield filed replies on October 21, 2022. 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 alleged that certain of our business policies and practices violate certain provisions of the Fair Housing Act (the “FHA”). The plaintiffs alleged 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 focused 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 sought (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. On April 29, 2022, we settled this lawsuit. As part of the settlement, we paid an aggregate of $3,000 to the ten organizations on May 25, 2022 and will pay an additional aggregate of $1,000 to the ten organizations 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. Lawsuits Alleging Misclassification —On August 28, 2019, Devin Cook, who was 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 unspecified penalties pursuant to 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 November 20, 2020, Jason Bell, who was 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 was 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 asserted representative claims under PAGA. The plaintiff sought 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 May 23, 2022, pursuant to a combined mediation, we settled the lawsuits brought by Ms. Cook and Mr. Bell for an aggregate of $3,000. This amount is subject to adjustment if our actual number of associate agents, lead agents, or their respective workweeks differs from the number that we represented to the plaintiffs. This settlement is subject to each court’s approval. 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 alleged 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. We settled the lawsuit on August 24, 2022 for an immaterial amount. Other Commitments Our title and settlement business and our mortgage business each holds cash in escrow at third-party financial institutions on behalf of homebuyers and home sellers. As of September 30, 2022, we held $31,338 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 | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets and Goodwill | Acquired Intangible Assets and Goodwill Acquired Intangible Assets —The gross carrying amounts and accumulated amortization of intangible assets were as follows: September 30, 2022 December 31, 2021 Weighted-Average Useful Lives (Years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Trade names 9.3 $ 82,690 $ (12,497) $ 70,193 $ 71,040 $ (6,004) $ 65,036 Developed technology 3.3 66,340 (33,111) 33,229 63,480 (17,285) 46,195 Customer relationships 10 81,360 (12,763) 68,597 81,360 (6,662) 74,698 Total $ 230,390 $ (58,371) $ 172,019 $ 215,880 $ (29,951) $ 185,929 Amortization expense amounted to $9,747 and $8,926 for the three months ended September 30, 2022 and 2021, respectively, and $28,420 and $17,974 for the nine months ended September 30, 2022 and 2021, respectively. Our estimate of remaining amortization expense for intangible assets that existed as of September 30, 2022 is as follows: 2022, excluding the nine months ended September 30, 2022 $ 9,747 2023 38,988 2024 23,741 2025 17,618 2026 17,380 Thereafter 64,545 Estimated remaining amortization expense $ 172,019 Goodwill —The carrying amounts of goodwill by reportable segment were as follows: Real Estate Services Rentals Mortgage Total Balance as of December 31, 2021 $ 250,231 $ 159,151 $ — $ 409,382 Goodwill resulting from acquisition — — 51,967 51,967 Balance as of September 30, 2022 $ 250,231 $ 159,151 $ 51,967 $ 461,349 |
Accrued and Other Liabilities
Accrued and Other Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | Accrued and Other Liabilities The components of accrued and other liabilities were as follows: September 30, 2022 December 31, 2021 Accrued compensation and benefits $ 84,259 $ 78,437 Miscellaneous accrued liabilities 34,679 25,217 Payroll tax liability deferred by the CARES Act 7,760 7,760 Customer contract liabilities 7,187 6,708 Total accrued and other liabilities $ 133,885 $ 118,122 |
Mezzanine Equity
Mezzanine Equity | 9 Months Ended |
Sep. 30, 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 September 30, 2022, the carrying value of our convertible preferred stock, net of issuance costs, is $39,902, 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 September 30, 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 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 | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity and Equity Compensation Plans | Equity and Equity Compensation Plans Common Stock —As of September 30, 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 September 30, 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 per share. 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: September 30, 2022 December 31, 2021 Stock options issued and outstanding 3,309,305 4,019,011 Restricted stock units outstanding 11,322,125 4,617,425 Shares available for future equity grants 12,774,103 15,205,854 Total shares reserved for future issuance 27,405,533 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: Nine Months Ended September 30, 2022 Year Ended December 31, 2021 Shares available for issuance at beginning of period 4,768,506 4,039,667 Shares issued during the period (661,054) (334,248) Total shares available for future issuance at end of period 4,107,452 3,705,419 Stock Options —Option activity for the nine months ended September 30, 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 (695,705) 6.96 Options expired (164,001) 9.06 Outstanding as of September 30, 2022 3,309,305 9.08 3.18 2,405 Options exercisable as of September 30, 2022 3,309,305 9.08 3.18 2,405 (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 September 30, 2022. We did not recognize any option-related expense during the nine months ended September 30, 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 nine months ended September 30, 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 9,866,403 10.53 Vested (1,362,071) 28.05 Forfeited or canceled (1,799,632) 25.94 Outstanding or deferred as of September 30, 2022 ( 1) 11,322,125 16.82 (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 September 30, 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 September 30, 2022, there was $153,216 of total unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted-average period of 3.11 years. As of September 30, 2022, there were 1,119,236 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 PSU expense $ 1,867 $ 1,844 $ 3,536 $ 4,465 Expense due to reassessment of achievement related to prior periods (815) — (815) — Total expense $ 1,052 $ 1,844 $ 2,721 $ 4,465 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 4,387 $ 3,283 $ 11,644 $ 10,019 Technology and development (1) 7,371 5,455 23,036 16,987 Marketing 1,028 537 3,024 1,615 General and administrative 5,284 3,835 13,968 10,817 Total stock-based compensation $ 18,070 $ 13,110 $ 51,672 $ 39,438 |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stock | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (90,245) $ (18,949) $ (259,197) $ (82,611) Non-cash dividends on convertible preferred stock (272) (1,662) (1,416) (5,875) Net loss attributable to common stock—basic and diluted $ (90,517) $ (20,611) $ (260,613) $ (88,486) Denominator: Weighted-average shares—basic and diluted (1) 108,618,491 105,144,872 107,566,894 104,327,614 Net loss per share attributable to common stock—basic and diluted $ (0.83) $ (0.20) $ (2.42) $ (0.85) (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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 2023 notes as if converted 769,623 769,623 769,623 769,623 2025 notes as if converted 9,119,960 9,119,960 9,119,960 9,119,960 2027 notes as if converted 6,147,900 6,147,900 6,147,900 6,147,900 Convertible preferred stock as if converted 2,040,000 2,040,000 2,040,000 2,040,000 Stock options outstanding 3,309,305 4,374,257 3,309,305 4,374,257 Restricted stock units outstanding (1)(2) 11,300,717 3,424,733 11,300,717 3,424,733 Employee stock purchase plan 775,579 153,208 775,579 153,208 Total 33,463,084 26,029,681 33,463,084 26,029,681 (1) Excludes 1,119,236 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 | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During the nine months ended September 30, 2022, we recorded income tax expense of $425, resulting in an effective tax rate of (0.16)%, 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 2021 acquisition of Rent. Our September 30, 2021 effective tax rate of 6.10% was primarily a result of our deferred tax liability created through our April 2021 acquisition of Rent in which we realized certain deferred tax assets against which we had previously recorded a full valuation allowance. 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 nine months ended September 30, 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 Rent., Rent. experienced an ownership change that triggered Section 382. As of September 30, 2021, Rent. completed a Section 382 limitation study and, based on this analysis, we do not expect a reduction in our ability to fully utilize Rent.'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 | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Warehouse Credit Facilities —To provide capital for the mortgage loans that it originates, our mortgage segment 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: September 30, 2022 Lender Borrowing Capacity Outstanding Borrowings Weighted-Average Interest Rate on Outstanding Borrowings Maturity Date City National Bank $ 100,000 $ 36,010 4.43 % 11/24/2022 Comerica Bank 75,000 29,599 5.14 Upon lender demand Origin Bank 75,000 33,572 4.82 9/29/2023 M&T Bank 50,000 21,068 4.91 10/13/2023 Prosperity Bank 150,000 59,578 4.93 10/30/2023 Republic Bank & Trust Company 75,000 29,171 4.38 8/16/2023 Wells Fargo Bank, N.A. 100,000 43,531 5.12 As determined by lender Total $ 625,000 $ 252,529 December 31, 2021 Lender Borrowing Capacity Outstanding Borrowings Weighted-Average Interest Rate on Outstanding Borrowings Western Alliance Bank $ 50,000 $ 17,089 3.00 % Texas Capital Bank, N.A. 40,000 11,852 3.01 Flagstar Bank, FSB 25,000 4,102 3.00 Total $ 115,000 $ 33,043 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. Under the facility, RedfinNow Borrower and certain other Redfin entities have ongoing obligations, including Redfin Corporation’s compliance with financial covenants based on its net worth, liquidity, and leverage ratio, each measured on a quarterly basis. The following table summarizes borrowings under this facility as of the periods presented: September 30, 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 $ 202,416 6.10 % $ 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 (ii) 11.448 basis points (subject to a floor of 0.30%) plus (iii) 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 September 30, 2022, RedfinNow Borrower had $419,269 of total assets, of which $297,469 related to inventory and $72,914 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 September 30, 2022 and 2021, we amortized $95 and $81 of debt issuance costs, respectively, and recognized $2,980 and $1,375 of interest expense, respectively. For the nine months ended September 30, 2022 and 2021, we amortized $280 and $217 of debt issuance costs, respectively, and recognized $5,731 and $2,328 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 September 30, 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: September 30, 2022 Issuance Aggregate Principal Amount Unamortized Debt Discount Unamortized Debt Issuance Costs Net Carrying Amount 2023 notes $ 23,512 $ — $ 119 $ 23,393 2025 notes 661,250 — 8,396 652,854 2027 notes 575,000 — 10,086 564,914 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 2023 notes Contractual interest expense $ 103 $ 103 $ 309 $ 311 Amortization of debt discount — — — — Amortization of debt issuance costs 38 41 113 151 Total interest expense $ 141 $ 144 $ 422 $ 462 2025 notes Contractual interest expense — — — — Amortization of debt discount — — — — Amortization of debt issuance costs 690 690 2,070 2,070 Total interest expense $ 690 $ 690 $ 2,070 $ 2,070 2027 notes Contractual interest expense 719 719 2,156 1,468 Amortization of debt discount — — — — Amortization of debt issuance costs 560 560 1,680 1,145 Total interest expense $ 1,279 $ 1,279 $ 3,836 $ 2,613 Total Contractual interest expense 822 822 2,465 1,779 Amortization of debt discount — — — — Amortization of debt issuance costs 1,288 1,291 3,863 3,366 Total interest expense $ 2,110 $ 2,113 $ 6,328 $ 5,145 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 | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Wind-Down of RedfinNow and Workforce Reduction —On November 7, 2022, we decided to wind-down RedfinNow and to reduce our number of employees by approximately 862, which represents 13 percent of our total employees. Of these, 264 job eliminations are directly related to the wind-down of RedfinNow. In addition, approximately 218 employees will have their current role eliminated, but are being offered a new role within the company. Winding down RedfinNow is a strategic decision we made in order to focus our resources on our core business in the face of the rising cost of capital. The remaining workforce reductions are primarily among our real estate services and headquarters employees in response to macroeconomic conditions. This workforce reduction will reduce our number of lead agents by approximately 197, which represents 9 percent of total lead agents. This action comes in the wake of our June workforce reduction, which was a response to slowing 2022 home sales. Since June, mortgage interest rates have continued to climb and expectations for home sales have come down even further. Today’s workforce reduction assumes a housing downturn that lasts at least through 2023. Since April 2022, through involuntary reductions and attrition, we have reduced our total number of employees by 27 percent, including a reduction in lead agents of 28 percent. We expect to complete the liquidation of our RedfinNow inventory in the second quarter of 2023. While the bulk of the workforce reduction is occurring today, we expect to complete this workforce reduction and wind-down of RedfinNow promptly after selling the remaining properties currently in inventory, likely into 2023. In connection with the preparation of our financial statements for the third quarter of 2022, we recorded an $18,274 write-down of inventory associated with RedfinNow as a result of purchasing homes during 2022 at higher prices than RedfinNow’s current estimates of the values if we were to sell the homes as of September 30, 2022, net of selling costs. Amendment of Secured Revolving Credit Facility —In connection with our decision to close RedfinNow, on November 4, 2022 we amended our secured revolving credit facility to wind it down in an orderly manner. This amendment: • provides that no further advances may be made under the credit agreement, • amends certain financial covenants to ensure compliance throughout the wind-down period, • requires us to apply cash available for distribution to the repayment of outstanding principal amounts until all outstanding amounts are repaid before distributing cash to Redfin, and • requires us to terminate and pay off the remainder of the facility on the earlier of January 30, 2023 or when the facility’s credit balance reaches $30,000. |
Summary of Accounting Policies
Summary of Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 September 30, 2022, our statements of comprehensive loss, and statements of changes in mezzanine equity and stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, as well as our statements of cash flows for the nine months ended September 30, 2022 and 2021. The results for the three and nine months ended September 30, 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 (“LHFS”) and mortgage servicing rights, 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. |
Costs Associated with Exit or Disposal Activities or Restructurings, Policy | Restructuring and Reorganization —Restructuring and reorganization expenses primarily consist of employee termination costs (including severance, retention, benefits, and payroll taxes) associated with the restructuring and reorganization activities from our acquisitions of Bay Equity LLC (“Bay Equity”), our mortgage business, and Rent Group Inc. (“Rent.”), our rentals business, and from our June 2022 workforce reduction. Restructuring and reorganization expenses will also include additional expenses throughout 2022 and into 2023 related to our November 9, 2022 workforce reduction and wind-down of our RedfinNow operations. 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. See Note 16 to our consolidated financial statements for more information on our November 9, 2022 workforce reduction and wind-down of our RedfinNow operations. We expect to complete our restructuring and reorganization activities by the end of 2023. |
Mortgage Servicing Rights | Mortgage Servicing Rights (“MSRs”) —We determine the fair value of MSRs using a valuation model that calculates the net present value of estimated future cash flows. Key estimates of future cash flows include prepayment speeds, default rates, discount rates, cost of servicing, objective portfolio characteristics, and others factors. Changes in these estimates could materially change the estimated fair value. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted 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 there was not any material impact on our financial statements as a result of adopting ASU 2021-08. Recently Issued Accounting Pronouncements —None applicable. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as a result of the Bay Equity acquisition and is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available: Cash and cash equivalents $ 39,963 Restricted cash 2,367 Accounts receivable 9,697 Prepaid expenses 1,222 Other current assets 19,262 Property and equipment, net 897 Operating lease right-of-use assets 4,995 Loans held for sale 213,891 Mortgage servicing rights, at fair value 33,982 Other assets, noncurrent 294 Intangible assets 14,510 Goodwill 51,967 Total assets acquired 393,047 Accounts payable 1,747 Accrued and other liabilities 38,026 Lease liabilities 2,848 Lease liabilities and deposits, noncurrent 2,147 Warehouse credit facilities 208,608 Total liabilities assumed 253,376 Total purchase consideration $ 139,671 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table provides the preliminary fair values of the Bay Equity intangible assets, along with their estimated useful lives: Estimated Fair Value Estimated Useful Life (in years) Trade names $ 11,650 5 Developed technology 2,860 3 Total $ 14,510 |
Business Acquisition, Pro Forma Information | The pro forma financial information presented below includes adjustments for depreciation and amortization, restructuring costs, and transaction costs: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue $ 600,126 $ 621,555 $ 1,860,255 $ 1,563,545 Net loss (90,272) (8,544) (255,832) (41,329) |
Segment Reporting and Revenue (
Segment Reporting and Revenue (Tables) | 9 Months Ended |
Sep. 30, 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 presented in the table below. We have assigned certain previously reported expenses to each segment to conform to the way we internally manage and monitor our business. We allocated indirect costs to each segment based on a reasonable allocation methodology, when such costs are significant to the performance measures of the segments. Three Months Ended September 30, 2022 Real estate services Properties Rentals Mortgage Other Corporate Overhead and Intercompany Eliminations Total Revenue $ 211,540 $ 299,663 $ 38,686 $ 48,469 $ 7,079 $ (4,920) $ 600,517 Cost of revenue 156,632 332,251 8,676 43,783 6,018 (4,920) 542,440 Gross profit 54,908 (32,588) 30,010 4,686 1,061 — 58,077 Operating expenses Technology and development 25,709 4,728 15,385 985 751 505 48,063 Marketing 18,772 506 12,678 1,653 48 91 33,748 General and administrative 20,244 3,029 22,722 7,073 784 7,153 61,005 Restructuring and reorganization — — — — — 284 284 Total operating expenses 64,725 8,263 50,785 9,711 1,583 8,033 143,100 Loss from operations (9,817) (40,851) (20,775) (5,025) (522) (8,033) (85,023) Interest income, interest expense, income tax expense, and other expense, net — (2,814) 397 (129) 40 (2,716) (5,222) Net loss $ (9,817) $ (43,665) $ (20,378) $ (5,154) $ (482) $ (10,749) $ (90,245) Three Months Ended September 30, 2021 Real estate services Properties Rentals Mortgage Other Corporate Overhead and Intercompany Eliminations Total Revenue $ 257,795 $ 238,417 $ 40,406 $ 5,013 $ 3,193 $ (4,750) $ 540,074 Cost of revenue 161,449 238,397 7,395 6,705 3,576 (4,750) 412,772 Gross profit 96,346 20 33,011 (1,692) (383) — 127,302 Operating expenses Technology and development 20,732 3,602 13,849 2,910 586 1,979 43,658 Marketing 33,894 645 14,113 149 42 300 49,143 General and administrative 18,383 2,258 23,264 2,334 533 7,623 54,395 Total operating expenses 73,009 6,505 51,226 5,393 1,161 9,902 147,196 Income (loss) from operations 23,337 (6,485) (18,215) (7,085) (1,544) (9,902) (19,894) Interest income, interest expense, income tax expense, and other expense, net (56) (1,456) 311 1 1 2,144 945 Net income (loss) $ 23,281 $ (7,941) $ (17,904) $ (7,084) $ (1,543) $ (7,758) $ (18,949) Nine Months Ended September 30, 2022 Real estate services Properties Rentals Mortgage Other Corporate Overhead and Intercompany Eliminations Total Revenue $ 640,835 $ 942,022 $ 114,979 $ 104,484 $ 17,341 $ (14,883) $ 1,804,778 Cost of revenue 488,114 946,955 23,769 95,616 16,590 (14,883) 1,556,161 Gross profit 152,721 (4,933) 91,210 8,868 751 — 248,617 Operating expenses Technology and development 80,144 13,531 44,539 5,236 2,975 2,784 149,209 Marketing 90,380 2,480 36,806 3,525 173 468 133,832 General and administrative 67,578 9,064 68,738 18,047 2,346 25,931 191,704 Restructuring and reorganization — — — — — 18,670 18,670 Total operating expenses 238,102 25,075 150,083 26,808 5,494 47,853 493,415 Loss from operations (85,381) (30,008) (58,873) (17,940) (4,743) (47,853) (244,798) Interest income, interest expense, income tax expense, and other expense, net (123) (5,682) 1,098 (164) 51 (9,579) (14,399) Net loss $ (85,504) $ (35,690) $ (57,775) $ (18,104) $ (4,692) $ (57,432) $ (259,197) Nine Months Ended September 30, 2021 Real estate services Properties Rentals Mortgage Other Corporate Overhead and Intercompany Eliminations Total Revenue $ 678,602 $ 503,588 $ 82,954 $ 15,823 $ 10,261 $ (11,520) $ 1,279,708 Cost of revenue 453,790 496,948 14,965 19,406 10,323 (11,520) 983,912 Gross profit 224,812 6,640 67,989 (3,583) (62) — 295,796 Operating expenses Technology and development 60,862 9,512 27,616 7,814 1,538 5,482 112,824 Marketing 86,823 1,423 26,724 413 105 855 116,343 General and administrative 60,813 6,765 46,413 5,686 1,466 30,209 151,352 Total operating expenses 208,498 17,700 100,753 13,913 3,109 36,546 380,519 Income (loss) from operations 16,314 (11,060) (32,764) (17,496) (3,171) (36,546) (84,723) Interest income, interest expense, income tax expense, and other expense, net (87) (2,538) 523 2 2 4,210 2,112 Net income (loss) $ 16,227 $ (13,598) $ (32,241) $ (17,494) $ (3,169) $ (32,336) $ (82,611) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | 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 September 30, 2022 December 31, 2021 Forward sales commitments $ 476,903 $ 70,550 IRLCs 390,091 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 September 30, Nine Months Ended September 30, Instrument Classification 2022 2021 2022 2021 Forward sales commitments Service revenue $ 11,602 $ 859 $ 1,757 $ 938 IRLCs Service revenue (8,462) (888) (4,433) (687) |
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 September 30, 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 $ 294,396 $ 294,396 $ — $ — Total cash equivalents 294,396 294,396 — — Short-term investments U.S. treasury securities 87,313 87,313 — — Agency bonds 23,003 23,003 — — Total short-term investments 110,316 110,316 — — Loans held for sale 256,339 — 256,339 — Other current assets Forward sales commitments 13,153 — 13,153 — IRLCs 5,764 — — 5,764 Total other current assets 18,917 — 13,153 5,764 Mortgage servicing rights, at fair value 36,914 — — 36,914 Long-term investments U.S. treasury securities 41,677 41,677 — — Total assets $ 758,559 $ 446,389 $ 269,492 $ 42,678 Liabilities Accrued and other liabilities Forward sales commitments $ 263 $ — $ 263 $ — IRLCs 4,716 — — 4,716 Total liabilities $ 4,979 $ — $ 263 $ 4,716 Balance at December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash equivalents Money market funds $ 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 significant unobservable inputs used to determine the fair value of IRLCs and MSRs that could result in a significant change in fair value measurement were as follows: September 30, 2022 December 31, 2021 Key Inputs Valuation Technique Range Weighted-Average Range Weighted-Average IRLCs Pull-through rate Market pricing 58.0% - 100.0% 91.7% 71.1% 71.1% MSRs Prepayment speed Discounted cash flow 6.0% - 14.2% 6.5% N/A N/A Default rates Discounted cash flow 0.0% - 0.5% 0.1% N/A N/A Discount rate Discounted cash flow 9.5% - 12.4% 9.6% N/A N/A |
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 and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance, net—beginning of period $ 9,510 $ 1,972 $ 1,155 $ 1,771 IRLCs acquired in business combination — — 4,326 — Issuances of IRLCs 20,440 3,849 40,740 14,523 Settlements of IRLCs (23,494) (4,248) (40,762) (14,956) Fair value changes recognized in earnings (5,408) (489) (4,411) (254) Balance, net—end of period $ 1,048 $ 1,084 $ 1,048 $ 1,084 The following is a summary of changes in the fair value of MSRs for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance—beginning of period $ 35,050 $ — $ — $ — MSRs acquired in business combination — — 33,982 — MSRs originated 1,811 — 2,774 — MSRs sales (541) — (1,314) — Fair value changes recognized in earnings 594 — 1,472 — Balance, net—end of period $ 36,914 $ — $ 36,914 $ — |
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: September 30, 2022 December 31, 2021 Issuance Net Carrying Amount Estimated Fair Value Net Carrying Amount Estimated Fair Value 2023 notes $ 23,393 $ 21,634 $ 23,280 $ 34,487 2025 notes 652,854 385,985 650,783 593,366 2027 notes 564,914 285,511 563,234 467,814 September 30, 2022 Lender Borrowing Capacity Outstanding Borrowings Weighted-Average Interest Rate on Outstanding Borrowings Maturity Date City National Bank $ 100,000 $ 36,010 4.43 % 11/24/2022 Comerica Bank 75,000 29,599 5.14 Upon lender demand Origin Bank 75,000 33,572 4.82 9/29/2023 M&T Bank 50,000 21,068 4.91 10/13/2023 Prosperity Bank 150,000 59,578 4.93 10/30/2023 Republic Bank & Trust Company 75,000 29,171 4.38 8/16/2023 Wells Fargo Bank, N.A. 100,000 43,531 5.12 As determined by lender Total $ 625,000 $ 252,529 December 31, 2021 Lender Borrowing Capacity Outstanding Borrowings Weighted-Average Interest Rate on Outstanding Borrowings Western Alliance Bank $ 50,000 $ 17,089 3.00 % Texas Capital Bank, N.A. 40,000 11,852 3.01 Flagstar Bank, FSB 25,000 4,102 3.00 Total $ 115,000 $ 33,043 September 30, 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 $ 202,416 6.10 % $ 200,000 $ 199,781 3.30 % |
Marketable Securities | 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: September 30, 2022 Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, and Restricted Cash Short-term Investments Long-term Investments Cash $ 65,328 $ — $ — $ 65,328 $ 65,328 $ — $ — Money markets funds 294,396 — — 294,396 294,396 — — Restricted cash 43,992 — — 43,992 43,992 — — U.S. treasury securities 130,002 26 (1,038) 128,990 — 87,313 41,677 Agency bonds 23,000 3 — 23,003 — 23,003 — Total $ 556,718 $ 29 $ (1,038) $ 555,709 $ 403,716 $ 110,316 $ 41,677 December 31, 2021 Cost or Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash, Cash Equivalents, and 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) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The components of inventory were as follows: September 30, 2022 December 31, 2021 Finished goods Properties for sale $ 147,993 $ 36,302 Properties under contract for sale 86,985 83,108 Work in progress Properties not available for sale 9,002 16,377 Properties under improvement 57,251 222,434 Inventory $ 301,231 $ 358,221 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The components of property and equipment were as follows: Useful Lives (Years) September 30, 2022 December 31, 2021 Leasehold improvements Shorter of lease term or economic life $ 32,496 $ 33,455 Website and software development costs 2 - 3 61,903 50,439 Computer and office equipment 3 - 5 18,331 14,216 Software 3 1,871 1,871 Furniture 7 7,816 8,091 Property and equipment, gross 122,417 108,072 Accumulated depreciation and amortization (72,932) (59,766) Construction in progress 9,753 10,365 Property and equipment, net $ 59,238 $ 58,671 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Lease Cost | The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, Lease Cost Classification 2022 2021 2022 2021 Operating lease cost Operating lease cost (1) Cost of revenue $ 3,599 $ 2,400 $ 9,682 $ 7,105 Operating lease cost (1) Operating expenses 2,056 1,727 5,542 4,440 Total operating lease cost $ 5,655 $ 4,127 $ 15,224 $ 11,545 Finance lease cost Amortization of right-of-use assets Cost of revenue $ 209 $ 139 $ 576 $ 335 Interest on lease liabilities Cost of revenue 26 21 74 51 Total finance lease cost $ 235 $ 160 $ 650 $ 386 (1) Includes lease expense with initial terms of twelve months or less of $1,459 and $430 for the three months ended September 30, 2022 and 2021, respectively, and $2,882 and $1,156 for the nine months ended September 30, 2022 and 2021, respectively. Lease Term and Discount Rate September 30, 2022 December 31, 2021 Weighted-average remaining operating lease term (years) 3.7 4.8 Weighted-average remaining finance lease term (years) 2.9 3.2 Weighted-average discount rate for operating leases 4.5 % 4.4 % Weighted-average discount rate for finance leases 5.4 % 5.4 % Nine Months Ended September 30, Supplemental Cash Flow Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 14,758 $ 12,006 Operating cash flows from finance leases 74 64 Financing cash flows from finance leases 442 226 Right-of-use assets obtained in exchange for lease liabilities Operating leases (1) $ (2,257) $ 6,544 Finance leases 934 987 |
Lessee, Operating Lease, Liability, Maturity | Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2022, excluding the nine months ended September 30, 2022 $ 6,674 $ 196 $ 738 $ 7,608 2023 19,823 772 1,012 21,607 2024 13,911 686 615 15,212 2025 9,846 362 579 10,787 2026 8,396 78 160 8,634 Thereafter 5,248 — 155 5,403 Total lease payments $ 63,898 $ 2,094 $ 3,259 $ 69,251 Less: Interest (1) 4,945 150 Present value of lease liabilities $ 58,953 $ 1,944 |
Finance Lease, Liability, Fiscal Year Maturity | Lease Liabilities Other Leases Total Lease Obligations Maturity of Lease Liabilities Operating Financing Operating 2022, excluding the nine months ended September 30, 2022 $ 6,674 $ 196 $ 738 $ 7,608 2023 19,823 772 1,012 21,607 2024 13,911 686 615 15,212 2025 9,846 362 579 10,787 2026 8,396 78 160 8,634 Thereafter 5,248 — 155 5,403 Total lease payments $ 63,898 $ 2,094 $ 3,259 $ 69,251 Less: Interest (1) 4,945 150 Present value of lease liabilities $ 58,953 $ 1,944 |
Acquired Intangible Assets an_2
Acquired Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying amounts and accumulated amortization of intangible assets were as follows: September 30, 2022 December 31, 2021 Weighted-Average Useful Lives (Years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Trade names 9.3 $ 82,690 $ (12,497) $ 70,193 $ 71,040 $ (6,004) $ 65,036 Developed technology 3.3 66,340 (33,111) 33,229 63,480 (17,285) 46,195 Customer relationships 10 81,360 (12,763) 68,597 81,360 (6,662) 74,698 Total $ 230,390 $ (58,371) $ 172,019 $ 215,880 $ (29,951) $ 185,929 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Our estimate of remaining amortization expense for intangible assets that existed as of September 30, 2022 is as follows: 2022, excluding the nine months ended September 30, 2022 $ 9,747 2023 38,988 2024 23,741 2025 17,618 2026 17,380 Thereafter 64,545 Estimated remaining amortization expense $ 172,019 |
Schedule of Goodwill | The carrying amounts of goodwill by reportable segment were as follows: Real Estate Services Rentals Mortgage Total Balance as of December 31, 2021 $ 250,231 $ 159,151 $ — $ 409,382 Goodwill resulting from acquisition — — 51,967 51,967 Balance as of September 30, 2022 $ 250,231 $ 159,151 $ 51,967 $ 461,349 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The components of accrued and other liabilities were as follows: September 30, 2022 December 31, 2021 Accrued compensation and benefits $ 84,259 $ 78,437 Miscellaneous accrued liabilities 34,679 25,217 Payroll tax liability deferred by the CARES Act 7,760 7,760 Customer contract liabilities 7,187 6,708 Total accrued and other liabilities $ 133,885 $ 118,122 |
Equity and Equity Compensatio_2
Equity and Equity Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 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: September 30, 2022 December 31, 2021 Stock options issued and outstanding 3,309,305 4,019,011 Restricted stock units outstanding 11,322,125 4,617,425 Shares available for future equity grants 12,774,103 15,205,854 Total shares reserved for future issuance 27,405,533 23,842,290 We have reserved shares of common stock for future issuance under our ESPP as follows: Nine Months Ended September 30, 2022 Year Ended December 31, 2021 Shares available for issuance at beginning of period 4,768,506 4,039,667 Shares issued during the period (661,054) (334,248) Total shares available for future issuance at end of period 4,107,452 3,705,419 |
Schedule of Stock Option Activity | Option activity for the nine months ended September 30, 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 (695,705) 6.96 Options expired (164,001) 9.06 Outstanding as of September 30, 2022 3,309,305 9.08 3.18 2,405 Options exercisable as of September 30, 2022 3,309,305 9.08 3.18 2,405 (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 nine months ended September 30, 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 9,866,403 10.53 Vested (1,362,071) 28.05 Forfeited or canceled (1,799,632) 25.94 Outstanding or deferred as of September 30, 2022 ( 1) 11,322,125 16.82 (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 September 30, 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 PSU expense $ 1,867 $ 1,844 $ 3,536 $ 4,465 Expense due to reassessment of achievement related to prior periods (815) — (815) — Total expense $ 1,052 $ 1,844 $ 2,721 $ 4,465 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 4,387 $ 3,283 $ 11,644 $ 10,019 Technology and development (1) 7,371 5,455 23,036 16,987 Marketing 1,028 537 3,024 1,615 General and administrative 5,284 3,835 13,968 10,817 Total stock-based compensation $ 18,070 $ 13,110 $ 51,672 $ 39,438 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stock (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (90,245) $ (18,949) $ (259,197) $ (82,611) Non-cash dividends on convertible preferred stock (272) (1,662) (1,416) (5,875) Net loss attributable to common stock—basic and diluted $ (90,517) $ (20,611) $ (260,613) $ (88,486) Denominator: Weighted-average shares—basic and diluted (1) 108,618,491 105,144,872 107,566,894 104,327,614 Net loss per share attributable to common stock—basic and diluted $ (0.83) $ (0.20) $ (2.42) $ (0.85) (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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 2023 notes as if converted 769,623 769,623 769,623 769,623 2025 notes as if converted 9,119,960 9,119,960 9,119,960 9,119,960 2027 notes as if converted 6,147,900 6,147,900 6,147,900 6,147,900 Convertible preferred stock as if converted 2,040,000 2,040,000 2,040,000 2,040,000 Stock options outstanding 3,309,305 4,374,257 3,309,305 4,374,257 Restricted stock units outstanding (1)(2) 11,300,717 3,424,733 11,300,717 3,424,733 Employee stock purchase plan 775,579 153,208 775,579 153,208 Total 33,463,084 26,029,681 33,463,084 26,029,681 (1) Excludes 1,119,236 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) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Warehouse Lines of Credit and Secured Revolving Credit Facility | 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: September 30, 2022 December 31, 2021 Issuance Net Carrying Amount Estimated Fair Value Net Carrying Amount Estimated Fair Value 2023 notes $ 23,393 $ 21,634 $ 23,280 $ 34,487 2025 notes 652,854 385,985 650,783 593,366 2027 notes 564,914 285,511 563,234 467,814 September 30, 2022 Lender Borrowing Capacity Outstanding Borrowings Weighted-Average Interest Rate on Outstanding Borrowings Maturity Date City National Bank $ 100,000 $ 36,010 4.43 % 11/24/2022 Comerica Bank 75,000 29,599 5.14 Upon lender demand Origin Bank 75,000 33,572 4.82 9/29/2023 M&T Bank 50,000 21,068 4.91 10/13/2023 Prosperity Bank 150,000 59,578 4.93 10/30/2023 Republic Bank & Trust Company 75,000 29,171 4.38 8/16/2023 Wells Fargo Bank, N.A. 100,000 43,531 5.12 As determined by lender Total $ 625,000 $ 252,529 December 31, 2021 Lender Borrowing Capacity Outstanding Borrowings Weighted-Average Interest Rate on Outstanding Borrowings Western Alliance Bank $ 50,000 $ 17,089 3.00 % Texas Capital Bank, N.A. 40,000 11,852 3.01 Flagstar Bank, FSB 25,000 4,102 3.00 Total $ 115,000 $ 33,043 September 30, 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 $ 202,416 6.10 % $ 200,000 $ 199,781 3.30 % |
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 The components of our convertible senior notes were as follows: September 30, 2022 Issuance Aggregate Principal Amount Unamortized Debt Discount Unamortized Debt Issuance Costs Net Carrying Amount 2023 notes $ 23,512 $ — $ 119 $ 23,393 2025 notes 661,250 — 8,396 652,854 2027 notes 575,000 — 10,086 564,914 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 2023 notes Contractual interest expense $ 103 $ 103 $ 309 $ 311 Amortization of debt discount — — — — Amortization of debt issuance costs 38 41 113 151 Total interest expense $ 141 $ 144 $ 422 $ 462 2025 notes Contractual interest expense — — — — Amortization of debt discount — — — — Amortization of debt issuance costs 690 690 2,070 2,070 Total interest expense $ 690 $ 690 $ 2,070 $ 2,070 2027 notes Contractual interest expense 719 719 2,156 1,468 Amortization of debt discount — — — — Amortization of debt issuance costs 560 560 1,680 1,145 Total interest expense $ 1,279 $ 1,279 $ 3,836 $ 2,613 Total Contractual interest expense 822 822 2,465 1,779 Amortization of debt discount — — — — Amortization of debt issuance costs 1,288 1,291 3,863 3,366 Total interest expense $ 2,110 $ 2,113 $ 6,328 $ 5,145 |
Interest Income and Interest Expense Disclosure | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 2023 notes Contractual interest expense $ 103 $ 103 $ 309 $ 311 Amortization of debt discount — — — — Amortization of debt issuance costs 38 41 113 151 Total interest expense $ 141 $ 144 $ 422 $ 462 2025 notes Contractual interest expense — — — — Amortization of debt discount — — — — Amortization of debt issuance costs 690 690 2,070 2,070 Total interest expense $ 690 $ 690 $ 2,070 $ 2,070 2027 notes Contractual interest expense 719 719 2,156 1,468 Amortization of debt discount — — — — Amortization of debt issuance costs 560 560 1,680 1,145 Total interest expense $ 1,279 $ 1,279 $ 3,836 $ 2,613 Total Contractual interest expense 822 822 2,465 1,779 Amortization of debt discount — — — — Amortization of debt issuance costs 1,288 1,291 3,863 3,366 Total interest expense $ 2,110 $ 2,113 $ 6,328 $ 5,145 |
Summary of Accounting Policie_2
Summary of Accounting Policies (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Lease impairment loss | $ 913 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Apr. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 461,349 | $ 461,349 | $ 409,382 | |||
Acquisition-related costs | 13 | 2,437 | ||||
Bay Equity | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for acquisition, net of cash, cash equivalents, and restricted cash acquired | $ 139,671 | |||||
Goodwill | $ 51,967 | |||||
Net income (loss) | (90,272) | $ (8,544) | $ (255,832) | $ (41,329) | ||
Bay Equity | Acquisition-related Costs | ||||||
Business Acquisition [Line Items] | ||||||
Net income (loss) | $ 0 |
Business Combinations - Schedul
Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Apr. 01, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 461,349 | $ 409,382 | |
Bay Equity | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 39,963 | ||
Restricted cash | 2,367 | ||
Accounts receivable | 9,697 | ||
Prepaid expenses | 1,222 | ||
Other current assets | 19,262 | ||
Property and equipment, net | 897 | ||
Operating lease right-of-use assets | 4,995 | ||
Loans held for sale | 213,891 | ||
Mortgage servicing rights, at fair value | 33,982 | ||
Other assets, noncurrent | 294 | ||
Intangible assets | 14,510 | ||
Goodwill | 51,967 | ||
Total assets acquired | 393,047 | ||
Accounts payable | 1,747 | ||
Accrued and other liabilities | 38,026 | ||
Lease liabilities | 2,848 | ||
Lease liabilities and deposits, noncurrent | 2,147 | ||
Warehouse credit facilities | 208,608 | ||
Total liabilities assumed | 253,376 | ||
Total purchase consideration | $ 139,671 |
Business Combinations - Sched_2
Business Combinations - Schedule of Finite-Lived Intangible Assets as Part of Business Combination (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 01, 2022 | Sep. 30, 2022 | |
Trade names | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life (in years) | 9 years 3 months 18 days | |
Bay Equity | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value | $ 14,510 | |
Bay Equity | Trade names | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value | $ 11,650 | |
Estimated Useful Life (in years) | 5 years | |
Bay Equity | Developed technology | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value | $ 2,860 | |
Estimated Useful Life (in years) | 3 years |
Business Combinations - Unaudit
Business Combinations - Unaudited Pro Forma Results (Details) - Bay Equity - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 600,126 | $ 621,555 | $ 1,860,255 | $ 1,563,545 |
Net loss | $ (90,272) | $ (8,544) | $ (255,832) | $ (41,329) |
Segment Reporting and Revenue -
Segment Reporting and Revenue - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue | $ 600,517 | $ 540,074 | $ 1,804,778 | $ 1,279,708 |
Cost of revenue | 542,440 | 412,772 | 1,556,161 | 983,912 |
Gross profit | 58,077 | 127,302 | 248,617 | 295,796 |
Technology and development | 48,063 | 43,658 | 149,209 | 112,824 |
Marketing | 33,748 | 49,143 | 133,832 | 116,343 |
General and administrative | 61,005 | 54,395 | 191,704 | 151,352 |
Restructuring and reorganization | 284 | 0 | 18,670 | 0 |
Total operating expenses | 143,100 | 147,196 | 493,415 | 380,519 |
Income (loss) from operations | (85,023) | (19,894) | (244,798) | (84,723) |
Interest income, interest expense, income tax expense, and other expense, net | (5,222) | 945 | (14,399) | 2,112 |
Net loss | (90,245) | (18,949) | (259,197) | (82,611) |
Operating Segments | Real estate services | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue | 211,540 | 257,795 | 640,835 | 678,602 |
Cost of revenue | 156,632 | 161,449 | 488,114 | 453,790 |
Gross profit | 54,908 | 96,346 | 152,721 | 224,812 |
Technology and development | 25,709 | 20,732 | 80,144 | 60,862 |
Marketing | 18,772 | 33,894 | 90,380 | 86,823 |
General and administrative | 20,244 | 18,383 | 67,578 | 60,813 |
Restructuring and reorganization | 0 | 0 | ||
Total operating expenses | 64,725 | 73,009 | 238,102 | 208,498 |
Income (loss) from operations | (9,817) | 23,337 | (85,381) | 16,314 |
Interest income, interest expense, income tax expense, and other expense, net | 0 | (56) | (123) | (87) |
Net loss | (9,817) | 23,281 | (85,504) | 16,227 |
Operating Segments | Properties | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue | 299,663 | 238,417 | 942,022 | 503,588 |
Cost of revenue | 332,251 | 238,397 | 946,955 | 496,948 |
Gross profit | (32,588) | 20 | (4,933) | 6,640 |
Technology and development | 4,728 | 3,602 | 13,531 | 9,512 |
Marketing | 506 | 645 | 2,480 | 1,423 |
General and administrative | 3,029 | 2,258 | 9,064 | 6,765 |
Restructuring and reorganization | 0 | 0 | ||
Total operating expenses | 8,263 | 6,505 | 25,075 | 17,700 |
Income (loss) from operations | (40,851) | (6,485) | (30,008) | (11,060) |
Interest income, interest expense, income tax expense, and other expense, net | (2,814) | (1,456) | (5,682) | (2,538) |
Net loss | (43,665) | (7,941) | (35,690) | (13,598) |
Operating Segments | Rentals | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue | 38,686 | 40,406 | 114,979 | 82,954 |
Cost of revenue | 8,676 | 7,395 | 23,769 | 14,965 |
Gross profit | 30,010 | 33,011 | 91,210 | 67,989 |
Technology and development | 15,385 | 13,849 | 44,539 | 27,616 |
Marketing | 12,678 | 14,113 | 36,806 | 26,724 |
General and administrative | 22,722 | 23,264 | 68,738 | 46,413 |
Restructuring and reorganization | 0 | 0 | ||
Total operating expenses | 50,785 | 51,226 | 150,083 | 100,753 |
Income (loss) from operations | (20,775) | (18,215) | (58,873) | (32,764) |
Interest income, interest expense, income tax expense, and other expense, net | 397 | 311 | 1,098 | 523 |
Net loss | (20,378) | (17,904) | (57,775) | (32,241) |
Operating Segments | Mortgage | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue | 48,469 | 5,013 | 104,484 | 15,823 |
Cost of revenue | 43,783 | 6,705 | 95,616 | 19,406 |
Gross profit | 4,686 | (1,692) | 8,868 | (3,583) |
Technology and development | 985 | 2,910 | 5,236 | 7,814 |
Marketing | 1,653 | 149 | 3,525 | 413 |
General and administrative | 7,073 | 2,334 | 18,047 | 5,686 |
Restructuring and reorganization | 0 | 0 | ||
Total operating expenses | 9,711 | 5,393 | 26,808 | 13,913 |
Income (loss) from operations | (5,025) | (7,085) | (17,940) | (17,496) |
Interest income, interest expense, income tax expense, and other expense, net | (129) | 1 | (164) | 2 |
Net loss | (5,154) | (7,084) | (18,104) | (17,494) |
Other | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue | 7,079 | 3,193 | 17,341 | 10,261 |
Cost of revenue | 6,018 | 3,576 | 16,590 | 10,323 |
Gross profit | 1,061 | (383) | 751 | (62) |
Technology and development | 751 | 586 | 2,975 | 1,538 |
Marketing | 48 | 42 | 173 | 105 |
General and administrative | 784 | 533 | 2,346 | 1,466 |
Restructuring and reorganization | 0 | 0 | ||
Total operating expenses | 1,583 | 1,161 | 5,494 | 3,109 |
Income (loss) from operations | (522) | (1,544) | (4,743) | (3,171) |
Interest income, interest expense, income tax expense, and other expense, net | 40 | 1 | 51 | 2 |
Net loss | (482) | (1,543) | (4,692) | (3,169) |
Corporate Overhead and Intercompany Eliminations | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue | (4,920) | (4,750) | (14,883) | (11,520) |
Cost of revenue | (4,920) | (4,750) | (14,883) | (11,520) |
Gross profit | 0 | 0 | 0 | 0 |
Technology and development | 505 | 1,979 | 2,784 | 5,482 |
Marketing | 91 | 300 | 468 | 855 |
General and administrative | 7,153 | 7,623 | 25,931 | 30,209 |
Restructuring and reorganization | 284 | 18,670 | ||
Total operating expenses | 8,033 | 9,902 | 47,853 | 36,546 |
Income (loss) from operations | (8,033) | (9,902) | (47,853) | (36,546) |
Interest income, interest expense, income tax expense, and other expense, net | (2,716) | 2,144 | (9,579) | 4,210 |
Net loss | $ (10,749) | $ (7,758) | $ (57,432) | $ (32,336) |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share price (in dollars per share) | $ 5.84 | |
Accrued interest | $ 363,000 | $ 86,000 |
Allowance for credit loss | 0 | $ 0 |
2023 notes as if converted | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Aggregated principal amount | 23,512,000 | |
2025 notes as if converted | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Aggregated principal amount | 661,250,000 | |
2027 notes as if converted | ||
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 - Schedul
Financial Instruments - Schedule of Notional Amounts of Outstanding Derivatives Position (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Forward sales commitments | ||
Derivative [Line Items] | ||
Notional Amounts | $ 476,903 | $ 70,550 |
IRLCs | ||
Derivative [Line Items] | ||
Notional Amounts | $ 390,091 | $ 67,485 |
Financial Instruments - Derivat
Financial Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax |
Forward sales commitments | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Net gain (loss) recognized in earnings | $ 11,602 | $ 859 | $ 1,757 | $ 938 |
IRLCs | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Net gain (loss) recognized in earnings | $ (8,462) | $ (888) | $ (4,433) | $ (687) |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Assets, Liabilities, and Equity Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Short-term investments | $ 110,316 | $ 33,737 |
Mortgage servicing rights, at fair value | 36,914 | 0 |
Fair Value, Measurements, Recurring | ||
Assets | ||
Cash equivalents | 294,396 | 509,971 |
Short-term investments | 110,316 | 33,737 |
Loans held for sale | 256,339 | 35,759 |
Other current assets | 18,917 | 1,329 |
Mortgage servicing rights, at fair value | 36,914 | |
Long-term Investments | 41,677 | 54,828 |
Total assets | 758,559 | 635,624 |
Liabilities | ||
Total liabilities | 4,979 | 153 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash equivalents | 294,396 | 509,971 |
Short-term investments | 110,316 | |
Loans held for sale | 0 | 0 |
Other current assets | 0 | 0 |
Mortgage servicing rights, at fair value | 0 | |
Total assets | 446,389 | 598,536 |
Liabilities | ||
Total liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | |
Loans held for sale | 256,339 | 35,759 |
Other current assets | 13,153 | 138 |
Mortgage servicing rights, at fair value | 0 | |
Total assets | 269,492 | 35,897 |
Liabilities | ||
Total liabilities | 263 | 93 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | |
Loans held for sale | 0 | 0 |
Other current assets | 5,764 | 1,191 |
Mortgage servicing rights, at fair value | 36,914 | |
Total assets | 42,678 | 1,191 |
Liabilities | ||
Total liabilities | 4,716 | 60 |
Fair Value, Measurements, Recurring | Money market funds | ||
Assets | ||
Cash equivalents | 294,396 | 509,971 |
Fair Value, Measurements, Recurring | Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash equivalents | 294,396 | 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 | 87,313 | 16,718 |
Long-term Investments | 41,677 | 54,828 |
U.S. treasury securities | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Short-term investments | 87,313 | 16,718 |
Long-term Investments | 41,677 | 54,828 |
U.S. treasury securities | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Short-term investments | 0 | 0 |
Long-term Investments | 0 | 0 |
U.S. treasury securities | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Short-term investments | 0 | 0 |
Long-term Investments | 0 | 0 |
Agency bonds | Fair Value, Measurements, Recurring | ||
Assets | ||
Short-term investments | 23,003 | 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 | 23,003 | 11,906 |
Agency bonds | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Short-term investments | 0 | 0 |
Agency bonds | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Short-term investments | 0 | 0 |
Forward sales commitments | Fair Value, Measurements, Recurring | ||
Assets | ||
Other current assets | 13,153 | 138 |
Liabilities | ||
Accrued and other liabilities | 263 | 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 and other liabilities | 0 | 0 |
Forward sales commitments | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Other current assets | 13,153 | 138 |
Liabilities | ||
Accrued and other liabilities | 263 | 93 |
Forward sales commitments | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Other current assets | 0 | 0 |
Liabilities | ||
Accrued and other liabilities | 0 | 0 |
IRLCs | Fair Value, Measurements, Recurring | ||
Assets | ||
Other current assets | 5,764 | 1,191 |
Liabilities | ||
Accrued and other liabilities | 4,716 | 60 |
IRLCs | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Other current assets | 0 | 0 |
Liabilities | ||
Accrued and other liabilities | 0 | 0 |
IRLCs | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Other current assets | 0 | 0 |
Liabilities | ||
Accrued and other liabilities | 0 | 0 |
IRLCs | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Other current assets | 5,764 | 1,191 |
Liabilities | ||
Accrued and other liabilities | $ 4,716 | 60 |
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 |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value Measurement Inputs and Valuation Techniques (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
IRLCs | Pull-through rate | Marketing pricing | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 0.917 | 0.711 |
IRLCs | Pull-through rate | Marketing pricing | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 0.580 | |
IRLCs | Pull-through rate | Marketing pricing | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 1 | |
MSRs | Prepayment speed | Valuation Technique, Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 0.065 | |
MSRs | Prepayment speed | Valuation Technique, Discounted Cash Flow | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 0.060 | |
MSRs | Prepayment speed | Valuation Technique, Discounted Cash Flow | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 0.142 | |
MSRs | Default rates | Valuation Technique, Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 0.001 | |
MSRs | Default rates | Valuation Technique, Discounted Cash Flow | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 0 | |
MSRs | Default rates | Valuation Technique, Discounted Cash Flow | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 0.005 | |
MSRs | Discount rate | Valuation Technique, Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 0.096 | |
MSRs | Discount rate | Valuation Technique, Discounted Cash Flow | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 0.095 | |
MSRs | Discount rate | Valuation Technique, Discounted Cash Flow | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative instrument, measurement input (percent) | 0.124 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Changes in the Fair Value of IRLCs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Changes of fair value of interest rate lock commitments [Roll Forward] | ||||
IRLCs acquired in business combination | $ 0 | $ 0 | $ 33,982 | $ 0 |
IRLCs | ||||
Changes of fair value of interest rate lock commitments [Roll Forward] | ||||
Balance, net - beginning period | 9,510 | 1,972 | 1,155 | 1,771 |
IRLCs acquired in business combination | 0 | 0 | 4,326 | 0 |
Issuances of IRLCs | 20,440 | 3,849 | 40,740 | 14,523 |
Settlements of IRLCs | (23,494) | (4,248) | (40,762) | (14,956) |
Fair value changes recognized in earnings | (5,408) | (489) | (4,411) | (254) |
Balance, net - end of period | $ 1,048 | $ 1,084 | $ 1,048 | $ 1,084 |
Financial Instruments - Summa_3
Financial Instruments - Summary of Changes in the Fair Value of MSRs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Changes of fair value of interest rate lock commitments [Roll Forward] | ||||
MSRs acquired in business combination | $ 0 | $ 0 | $ 33,982 | $ 0 |
MSRs | ||||
Changes of fair value of interest rate lock commitments [Roll Forward] | ||||
Balance, net - beginning period | 35,050 | 0 | 0 | |
MSRs originated | 1,811 | 0 | 2,774 | 0 |
MSRs sales | (541) | 0 | (1,314) | 0 |
Fair value changes recognized in earnings | 594 | 0 | 1,472 | 0 |
Balance, net - end of period | $ 36,914 | $ 0 | $ 36,914 | $ 0 |
Financial Instruments - Sched_3
Financial Instruments - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
2023 notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Net Carrying Amount | $ 23,393 | $ 23,280 |
Estimated Fair Value | 21,634 | 34,487 |
2025 notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Net Carrying Amount | 652,854 | 650,783 |
Estimated Fair Value | 385,985 | 593,366 |
2027 notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Net Carrying Amount | 564,914 | 563,234 |
Estimated Fair Value | $ 285,511 | $ 467,814 |
Financial Instruments -Marketab
Financial Instruments -Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cost or Amortized Cost | ||||
Cash and cash equivalents, at carrying value | $ 359,724 | $ 591,003 | $ 562,714 | |
Restricted cash | 43,992 | 127,278 | 74,532 | |
Short-term investments | 110,316 | 33,737 | ||
Cash, Cash Equivalents, and Restricted Cash | ||||
Total cash, cash equivalents, and restricted cash | 403,716 | 718,281 | $ 637,246 | $ 945,820 |
Short-term Investments | ||||
Short-term Investments | 110,316 | 33,737 | ||
Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Restricted cash | 43,992 | 127,278 | ||
Short-term investments | 110,316 | 33,737 | ||
Cash, cash equivalents, and available-for-sale debt securities, amortized cost | 556,718 | 802,430 | ||
Unrealized Gains | ||||
Unrealized Gains | 29 | 4,620 | ||
Unrealized Losses | (1,038) | (204) | ||
Estimated Fair Value | ||||
Cash equivalents | 294,396 | 509,971 | ||
Cash, cash equivalents, and available-for-sale debt securities | 555,709 | 806,846 | ||
Cash, Cash Equivalents, and Restricted Cash | ||||
Total cash, cash equivalents, and restricted cash | 403,716 | 718,281 | ||
Short-term Investments | ||||
Short-term Investments | 110,316 | 33,737 | ||
Long-term Investments | ||||
Long-term Investments | 41,677 | 54,828 | ||
U.S. treasury securities | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Short-term investments | 87,313 | 16,718 | ||
Debt securities, available-for-sale, amortized cost | 130,002 | 71,749 | ||
Unrealized Gains | ||||
Unrealized Gains | 26 | 1 | ||
Unrealized Losses | (1,038) | (204) | ||
Estimated Fair Value | ||||
Debt securities, available for sale, estimated fair value | 128,990 | 71,546 | ||
Short-term Investments | ||||
Short-term Investments | 87,313 | 16,718 | ||
Long-term Investments | ||||
Long-term Investments | 41,677 | 54,828 | ||
Agency bonds | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Short-term investments | 23,003 | 11,906 | ||
Debt securities, available-for-sale, amortized cost | 23,000 | 11,900 | ||
Unrealized Gains | ||||
Unrealized Gains | 3 | 6 | ||
Unrealized Losses | 0 | 0 | ||
Estimated Fair Value | ||||
Debt securities, available for sale, estimated fair value | 23,003 | 11,906 | ||
Cash, Cash Equivalents, and Restricted Cash | ||||
Total cash, cash equivalents, and restricted cash | 0 | |||
Short-term Investments | ||||
Short-term Investments | 23,003 | 11,906 | ||
Long-term Investments | ||||
Long-term Investments | 0 | 0 | ||
Equity securities | ||||
Cost or Amortized Cost | ||||
Short-term investments | 5,113 | |||
Debt securities, available-for-sale, amortized cost | 500 | |||
Unrealized Gains | ||||
Unrealized Gains | 4,613 | |||
Unrealized Losses | 0 | |||
Estimated Fair Value | ||||
Debt securities, available for sale, estimated fair value | 5,113 | |||
Short-term Investments | ||||
Short-term Investments | 5,113 | |||
Equity securities | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Short-term investments | 5,113 | |||
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 | 65,328 | 81,032 | ||
Estimated Fair Value | ||||
Cash equivalents | 65,328 | 81,032 | ||
Cash, Cash Equivalents, and Restricted Cash | ||||
Total cash, cash equivalents, and restricted cash | 65,328 | 81,032 | ||
Money markets funds | Fair Value, Measurements, Recurring | ||||
Cost or Amortized Cost | ||||
Cash and cash equivalents, at carrying value | 294,396 | 509,971 | ||
Estimated Fair Value | ||||
Cash equivalents | 294,396 | 509,971 | ||
Cash, Cash Equivalents, and Restricted Cash | ||||
Total cash, cash equivalents, and restricted cash | $ 294,396 | $ 509,971 |
Inventory (Details)
Inventory (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 USD ($) home | Sep. 30, 2021 USD ($) home | Dec. 31, 2021 USD ($) | |
Finished goods | |||
Properties for sale | $ 147,993 | $ 36,302 | |
Properties under contract for sale | 86,985 | 83,108 | |
Work in progress | |||
Properties not available for sale | 9,002 | 16,377 | |
Properties under improvement | 57,251 | 222,434 | |
Inventory | 301,231 | 358,221 | |
Lower of cost or net realizable value write-downs | $ 18,274 | $ 2,364 | |
Number of homes purchased | home | 1,438 | 1,528 | |
Additions | $ 746,248 | $ 790,738 | |
Number of homes sold | home | 1,570 | 851 | |
Value of homes sold | $ 786,483 | $ 415,110 | |
Payments remainder of fiscal year | $ 41,540 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ (72,932) | $ (59,766) |
Property and equipment, net | 59,238 | 58,671 |
Property and equipment, gross | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 122,417 | 108,072 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 32,496 | 33,455 |
Website and software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 61,903 | 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 | $ 18,331 | 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 | $ 7,816 | 8,091 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,753 | $ 10,365 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization | $ 6,552 | $ 5,399 | $ 19,018 | $ 14,369 |
Capitalized computer software, additions | $ 5,031 | $ 4,727 | $ 16,042 | $ 13,137 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Leased Assets [Line Items] | ||||
Operating lease cost | $ 5,655 | $ 4,127 | $ 15,224 | $ 11,545 |
Total finance lease cost | 235 | 160 | 650 | 386 |
Short-term lease cost | 1,459 | 430 | 2,882 | 1,156 |
Cost of revenue | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease cost | 3,599 | 2,400 | 9,682 | 7,105 |
Finance lease, right-of-use asset, amortization | 209 | 139 | 576 | 335 |
Finance lease, interest expense | 26 | 21 | 74 | 51 |
Operating expenses | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease cost | $ 2,056 | $ 1,727 | $ 5,542 | $ 4,440 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Operating leases | |
2022, excluding the nine months ended September 30, 2022 | $ 6,674 |
2023 | 19,823 |
2024 | 13,911 |
2025 | 9,846 |
2026 | 8,396 |
Thereafter | 5,248 |
Total lease payments | 63,898 |
Less: Interest | 4,945 |
Present value of lease liabilities | 58,953 |
Finance leases | |
2022, excluding the nine months ended September 30, 2022 | 196 |
2023 | 772 |
2024 | 686 |
2025 | 362 |
2026 | 78 |
Thereafter | 0 |
Total lease payments | 2,094 |
Less: Interest | 150 |
Present value of lease liabilities | 1,944 |
Other Leases | |
2022, excluding the nine months ended September 30, 2022 | 738 |
2023 | 1,012 |
2024 | 615 |
2025 | 579 |
2026 | 160 |
Thereafter | 155 |
Total lease payments | 3,259 |
Total Lease Obligations | |
2022, excluding the nine months ended September 30, 2022 | 7,608 |
2023 | 21,607 |
2024 | 15,212 |
2025 | 10,787 |
2026 | 8,634 |
Thereafter | 5,403 |
Total lease payments | 69,251 |
Operating lease, capitalized interest expense | 2,109 |
Financing lease, capitalized interest expense | $ 85 |
Leases - Summary of Lease Cos_2
Leases - Summary of Lease Cost - Lease Term and Discount Rate (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining operating lease term (years) | 3 years 8 months 12 days | 4 years 9 months 18 days |
Weighted-average remaining finance lease term (years) | 2 years 10 months 24 days | 3 years 2 months 12 days |
Weighted-average discount rate for operating leases | 4.50% | 4.40% |
Weighted-average discount rate for finance leases | 5.40% | 5.40% |
Leases - Summary of Lease Cos_3
Leases - Summary of Lease Cost - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 14,758 | $ 12,006 |
Operating cash flows from finance leases | 74 | 64 |
Financing cash flows from finance leases | 442 | 226 |
Right-of-use assets obtained in exchange for lease liabilities | ||
Operating leases | (2,257) | 6,544 |
Finance leases | 934 | $ 987 |
Decrease in operating lease right-of-use asset | $ (5,119) |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | May 23, 2022 USD ($) | Apr. 29, 2022 USD ($) plaintiff | Oct. 28, 2020 plaintiff | May 11, 2020 patent | Sep. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |||||
Patents allegedly infringed upon | patent | 4 | ||||
Number of organizations | plaintiff | 10 | 10 | |||
Litigation settlement payment | $ 3 | $ 3 | |||
Loss contingency accrual | $ 1 | ||||
Other Commitments | |||||
Debt Instrument [Line Items] | |||||
Escrow deposit | $ 31,338 |
Acquired Intangible Assets an_3
Acquired Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 230,390 | $ 215,880 |
Accumulated Amortization | (58,371) | (29,951) |
Net | $ 172,019 | 185,929 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Lives (Years) | 9 years 3 months 18 days | |
Gross | $ 82,690 | 71,040 |
Accumulated Amortization | (12,497) | (6,004) |
Net | $ 70,193 | 65,036 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Lives (Years) | 3 years 3 months 18 days | |
Gross | $ 66,340 | 63,480 |
Accumulated Amortization | (33,111) | (17,285) |
Net | $ 33,229 | 46,195 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Lives (Years) | 10 years | |
Gross | $ 81,360 | 81,360 |
Accumulated Amortization | (12,763) | (6,662) |
Net | $ 68,597 | $ 74,698 |
Acquired Intangible Assets an_4
Acquired Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 9,747 | $ 8,926 | $ 28,420 | $ 17,974 |
Acquired Intangible Assets an_5
Acquired Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022, excluding the nine months ended September 30, 2022 | $ 9,747 | |
2023 | 38,988 | |
2024 | 23,741 | |
2025 | 17,618 | |
2026 | 17,380 | |
Thereafter | 64,545 | |
Net | $ 172,019 | $ 185,929 |
Acquired Intangible Assets an_6
Acquired Intangible Assets and Goodwill - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 409,382 |
Ending Balance | 461,349 |
Real Estate Services | |
Goodwill [Roll Forward] | |
Beginning Balance | 250,231 |
Ending Balance | 250,231 |
Rentals | |
Goodwill [Roll Forward] | |
Beginning Balance | 159,151 |
Ending Balance | 159,151 |
Mortgage | |
Goodwill [Roll Forward] | |
Beginning Balance | 0 |
Ending Balance | 51,967 |
Bay Equity | |
Goodwill [Roll Forward] | |
Goodwill resulting from acquisition | 51,967 |
Bay Equity | Real Estate Services | |
Goodwill [Roll Forward] | |
Goodwill resulting from acquisition | 0 |
Bay Equity | Rentals | |
Goodwill [Roll Forward] | |
Goodwill resulting from acquisition | 0 |
Bay Equity | Mortgage | |
Goodwill [Roll Forward] | |
Goodwill resulting from acquisition | $ 51,967 |
Accrued and Other Liabilities_2
Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 84,259 | $ 78,437 |
Miscellaneous accrued liabilities | 34,679 | 25,217 |
Payroll tax liability deferred by the CARES Act | 7,760 | 7,760 |
Customer contract liabilities | 7,187 | 6,708 |
Accrued and other liabilities | $ 133,885 | $ 118,122 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||||
Apr. 01, 2020 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) tradingDay $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Temporary Equity [Line Items] | |||||||
Proceeds from issuance of stock | $ | $ 110,000 | ||||||
Carrying value of convertible preferred stock | $ | $ 39,902 | $ 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 | ||||||
Trading days preceding date dividends are payable | 10 days | ||||||
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 | $ | $ 39,902 | $ 39,891 | $ 39,868 | $ 39,857 | $ 39,846 | $ 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 | 9 Months Ended | |||
Jul. 27, 2017 | Sep. 30, 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) | 27,405,533 | 23,842,290 | 7,898,159 | |
Expected life (years) | 10 years | |||
Percentage of common stock, outstanding | 5% | |||
Restricted stock units outstanding (in shares) | 11,322,125 | 4,617,425 | ||
2017 Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved (in shares) | 4,107,452 | 3,705,419 | ||
Employee stock purchase plan | 2004 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved (in shares) | 0 | |||
Employee stock purchase plan | 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% | |||
Purchase price of common stock, percentage of market price of common stock | 85% | |||
Performance Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units outstanding (in shares) | 1,119,236 | |||
Achievement percentage of performance conditions | 100% | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation | $ 153,216 | |||
Unrecognized compensation expense, period for recognition (years) | 3 years 1 month 9 days | |||
Restricted stock units outstanding (in shares) | 11,322,125 | 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% | |||
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% |
Equity and Equity Compensatio_4
Equity and Equity Compensation Plans - Summary of Common Stock Reserved for Future Issuance: 2017 EIP (Details) - shares | Sep. 30, 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) | 3,309,305 | 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) | 3,309,305 | 4,019,011 | |
Restricted stock units outstanding (in shares) | 11,322,125 | 4,617,425 | |
Shares available for future equity grants (in shares) | 12,774,103 | 15,205,854 | |
Total shares reserved for future issuance (in shares) | 27,405,533 | 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 | Sep. 30, 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) | (661,054) | (334,248) |
Total shares reserved for future issuance (in shares) | 4,107,452 | 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 | 9 Months Ended | |||
Jan. 01, 2022 | Jun. 01, 2019 | Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Options | ||||
Outstanding, beginning balance (in shares) | 4,019,011 | 4,019,011 | ||
PSOs earned (in shares) | 150,000 | |||
Options exercised (in shares) | (695,705) | |||
Options expired (in shares) | (164,001) | |||
Outstanding, ending balance (in shares) | 3,309,305 | |||
Options exercisable at period end (in shares) | 3,309,305 | |||
Weighted-Average Exercise Price | ||||
Outstanding, beginning balance (in dollars per share) | $ 8.02 | $ 8.02 | ||
PSOs earned (in dollars per share) | 27.50 | |||
Options exercised (in dollars per share) | 6.96 | |||
Options expired (in dollars per share) | 9.06 | |||
Outstanding, ending balance (in dollars per share) | 9.08 | |||
Options exercisable at period end (in dollars per share) | $ 9.08 | |||
Weighted-Average Remaining Contractual Life (Years) | ||||
Weighted average remaining contractual life outstanding | 3 years 8 months 23 days | 3 years 2 months 4 days | ||
Weighted average remaining contractual life exercisable | 3 years 2 months 4 days | |||
Aggregate Intrinsic Value | ||||
Options outstanding, Aggregate intrinsic value | $ 2,405 | $ 122,038 | ||
Options exercisable, Aggregate intrinsic value | $ 2,405 | |||
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) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Restricted Stock Units | |
Unvested outstanding at beginning of period (in shares) | shares | 4,617,425 |
Granted (in shares) | shares | 9,866,403 |
Vested (in shares) | shares | (1,362,071) |
Forfeited or canceled (in shares) | shares | (1,799,632) |
Unvested outstanding at end of period (in shares) | shares | 11,322,125 |
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 | 10.53 |
Vested (in dollars per share) | $ / shares | 28.05 |
Forfeited or canceled (in dollars per share) | $ / shares | 25.94 |
Unvested outstanding at end of period (in dollars per share) | $ / shares | $ 16.82 |
Optional deferral period | 60 days |
Equity and Equity Compensatio_8
Equity and Equity Compensation Plans - Compensation Costs for PSU's (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total expense | $ 18,070 | $ 13,110 | $ 51,672 | $ 39,438 |
Performance Restricted Stock Units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total expense | 1,052 | 1,844 | 2,721 | 4,465 |
Performance Restricted Stock Units | Current Period | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total expense | 1,867 | 1,844 | 3,536 | 4,465 |
Performance Restricted Stock Units | Prior Periods | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total expense | $ (815) | $ 0 | $ (815) | $ 0 |
Equity and Equity Compensatio_9
Equity and Equity Compensation Plans - Allocation of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 18,070 | $ 13,110 | $ 51,672 | $ 39,438 |
Stock-based compensation capitalized in property and equipment | 930 | 1,028 | 2,983 | 2,745 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 4,387 | 3,283 | 11,644 | 10,019 |
Technology and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 7,371 | 5,455 | 23,036 | 16,987 |
Marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 1,028 | 537 | 3,024 | 1,615 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 5,284 | $ 3,835 | $ 13,968 | $ 10,817 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stock - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss | $ (90,245) | $ (18,949) | $ (259,197) | $ (82,611) |
Non-cash dividends on convertible preferred stock | (272) | (1,662) | (1,416) | (5,875) |
Net loss attributable to common stock - basic | (90,517) | (20,611) | (260,613) | (88,486) |
Net loss attributable to common stock - diluted | $ (90,517) | $ (20,611) | $ (260,613) | $ (88,486) |
Denominator: | ||||
Weighted average shares - basic (in shares) | 108,618,491 | 105,144,872 | 107,566,894 | 104,327,614 |
Weighted averages shares - diluted (in shares) | 108,618,491 | 105,144,872 | 107,566,894 | 104,327,614 |
Net loss per share attributable to common stock - basic (in dollars per share) | $ (0.83) | $ (0.20) | $ (2.42) | $ (0.85) |
Net loss per share attributable to common stock - diluted (in dollars per share) | $ (0.83) | $ (0.20) | $ (2.42) | $ (0.85) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stock - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from earnings per share (in shares) | 33,463,084 | 26,029,681 | 33,463,084 | 26,029,681 |
Performance Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Restricted stock units outstanding (in shares) | 1,119,236 | 1,119,236 | ||
Performance Restricted Stock Units | Maximum | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Percentage of target amount | 200% | |||
Convertible preferred stock as if converted | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from earnings per share (in shares) | 2,040,000 | 2,040,000 | 2,040,000 | 2,040,000 |
Stock options outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from earnings per share (in shares) | 3,309,305 | 4,374,257 | 3,309,305 | 4,374,257 |
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from earnings per share (in shares) | 11,300,717 | 3,424,733 | 11,300,717 | 3,424,733 |
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) | 21,408 | |||
Employee stock purchase plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from earnings per share (in shares) | 775,579 | 153,208 | 775,579 | 153,208 |
2023 notes as if converted | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from earnings per share (in shares) | 769,623 | 769,623 | 769,623 | 769,623 |
2025 notes as if converted | ||||
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 | 9,119,960 | 9,119,960 |
2027 notes as if converted | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from earnings per share (in shares) | 6,147,900 | 6,147,900 | 6,147,900 | 6,147,900 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2017 | |
Operating Loss Carryforwards [Line Items] | |||||||
Income tax (expense) benefit | $ 132 | $ (311) | $ 425 | $ (5,363) | |||
Effective tax rate (percent) | (0.16%) | 6.10% | |||||
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 ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Outstanding Borrowings | $ 252,529,000 | $ 33,043,000 |
Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | 625,000,000 | 115,000,000 |
Outstanding Borrowings | 252,529,000 | 33,043,000 |
City National Bank | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | 100,000,000 | |
Outstanding Borrowings | $ 36,010,000 | |
Weighted-Average Interest Rate on Outstanding Borrowings | 4.43% | |
Comerica Bank | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 75,000,000 | |
Outstanding Borrowings | $ 29,599,000 | |
Weighted-Average Interest Rate on Outstanding Borrowings | 5.14% | |
Origin Bank | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 75,000,000 | |
Outstanding Borrowings | $ 33,572,000 | |
Weighted-Average Interest Rate on Outstanding Borrowings | 4.82% | |
M&T Bank | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 50,000,000 | |
Outstanding Borrowings | $ 21,068,000 | |
Weighted-Average Interest Rate on Outstanding Borrowings | 4.91% | |
Prosperity Bank | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 150,000,000 | |
Outstanding Borrowings | $ 59,578,000 | |
Weighted-Average Interest Rate on Outstanding Borrowings | 4.93% | |
Republic Bank & Trust Company | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 75,000,000 | |
Outstanding Borrowings | $ 29,171,000 | |
Weighted-Average Interest Rate on Outstanding Borrowings | 4.38% | |
Wells Fargo Bank, N.A. | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 100,000,000 | |
Outstanding Borrowings | $ 43,531,000 | |
Weighted-Average Interest Rate on Outstanding Borrowings | 5.12% | |
Western Alliance Bank | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | 50,000,000 | |
Outstanding Borrowings | $ 17,089,000 | |
Weighted-Average Interest Rate on Outstanding Borrowings | 3% | |
Texas Capital Bank, N.A. | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 40,000,000 | |
Outstanding Borrowings | $ 11,852,000 | |
Weighted-Average Interest Rate on Outstanding Borrowings | 3.01% | |
Flagstar Bank, FSB | Warehouse Agreement Borrowings | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 25,000,000 | |
Outstanding Borrowings | $ 4,102,000 | |
Weighted-Average Interest Rate on Outstanding Borrowings | 3% |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||||||
Apr. 05, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) employee tradingDay businessDay | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Mar. 25, 2021 USD ($) | Dec. 31, 2020 USD ($) | Oct. 20, 2020 USD ($) | Jul. 23, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Inventory | $ 301,231,000 | $ 301,231,000 | $ 358,221,000 | |||||||
Total cash, cash equivalents, and restricted cash | 403,716,000 | $ 637,246,000 | 403,716,000 | $ 637,246,000 | 718,281,000 | $ 945,820,000 | ||||
Adjustments to additional paid in capital, convertible debt, capped call transaction | 62,647,000 | $ 62,647,000 | ||||||||
Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price, percentage | 98% | |||||||||
2023 notes as if converted | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregated principal amount | 23,512,000 | $ 23,512,000 | ||||||||
2025 notes as if converted | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregated principal amount | 661,250,000 | 661,250,000 | ||||||||
2027 notes as if converted | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregated principal amount | 575,000,000 | 575,000,000 | ||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Net assets | 419,269,000 | 419,269,000 | 567,128,000 | |||||||
Inventory | 297,469,000 | 297,469,000 | 337,630,000 | |||||||
Total cash, cash equivalents, and restricted cash | 72,914,000 | 72,914,000 | 101,064,000 | |||||||
Amortization of debt issuance costs | 95,000 | 81,000 | 280,000 | 217,000 | ||||||
Interest expense, debt | 2,980,000 | 1,375,000 | $ 5,731,000 | 2,328,000 | ||||||
Revolving Credit Facility | Goldman Sachs Bank USA | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, term | 6 months | |||||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Goldman Sachs Bank USA | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis points | employee | 11.448 | |||||||||
Minimum | Revolving Credit Facility | Goldman Sachs Bank USA | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, floor rate of basis spread on variable rate | 0.30% | |||||||||
Maximum | Revolving Credit Facility | Goldman Sachs Bank USA | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 3% | |||||||||
Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of debt issuance costs | 1,288,000 | 1,291,000 | $ 3,863,000 | 3,366,000 | ||||||
Interest expense, debt | 822,000 | 822,000 | 2,465,000 | 1,779,000 | ||||||
Senior Notes | 2023 notes as if converted | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of debt issuance costs | 38,000 | 41,000 | 113,000 | 151,000 | ||||||
Interest expense, debt | 103,000 | 103,000 | 309,000 | 311,000 | ||||||
Aggregated principal amount | 23,512,000 | 23,512,000 | 23,512,000 | $ 143,750,000 | ||||||
Repurchased face amount | 120,238,000 | 120,238,000 | ||||||||
Senior Notes | 2025 notes as if converted | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of debt issuance costs | 690,000 | 690,000 | 2,070,000 | 2,070,000 | ||||||
Interest expense, debt | 0 | 0 | 0 | 0 | ||||||
Aggregated principal amount | 661,250,000 | 661,250,000 | 661,250,000 | $ 661,250,000 | ||||||
Senior Notes | 2027 notes as if converted | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of debt issuance costs | 560,000 | 560,000 | 1,680,000 | 1,145,000 | ||||||
Interest expense, debt | 719,000 | $ 719,000 | 2,156,000 | $ 1,468,000 | ||||||
Aggregated principal amount | $ 575,000,000 | $ 575,000,000 | $ 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% | |||||||||
Senior Notes | Convertible Senior Notes | Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold trading days | businessDay | 5 | |||||||||
Threshold consecutive trading days | tradingDay | 5 | |||||||||
Senior Notes | Minimum | 2027 notes as if converted | Call Option | Capped Call Transaction | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capped call price (in dollars per share) | $ / shares | $ 93.53 | |||||||||
Senior Notes | Maximum | 2027 notes as if converted | 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 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 400,000 | $ 200,000 |
Outstanding Borrowings | $ 202,416 | $ 199,781 |
Weighted-Average Interest Rate on Outstanding Borrowings | 6.10% | 3.30% |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 05, 2021 USD ($) | Mar. 25, 2021 USD ($) | Oct. 20, 2020 USD ($) | Jul. 23, 2018 USD ($) | |
2023 notes as if converted | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate Principal Amount | $ 23,512,000 | |||||
Net Carrying Amount | $ 23,393,000 | $ 23,280,000 | ||||
2023 notes as if converted | 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 | |||
Unamortized Debt Discount | 0 | 0 | ||||
Unamortized Debt Issuance Costs | 119,000 | 232,000 | ||||
Net Carrying Amount | 23,393,000 | 23,280,000 | ||||
2025 notes as if converted | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate Principal Amount | 661,250,000 | |||||
Net Carrying Amount | $ 652,854,000 | 650,783,000 | ||||
2025 notes as if converted | 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 | 8,396,000 | 10,467,000 | ||||
Net Carrying Amount | 652,854,000 | 650,783,000 | ||||
2027 notes as if converted | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate Principal Amount | 575,000,000 | |||||
Net Carrying Amount | $ 564,914,000 | 563,234,000 | ||||
2027 notes as if converted | 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 | $ 575,000,000 | ||
Unamortized Debt Discount | 0 | 0 | ||||
Unamortized Debt Issuance Costs | 10,086,000 | 11,766,000 | ||||
Net Carrying Amount | $ 564,914,000 | $ 563,234,000 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Total interest expense | $ 5,359 | $ 3,672 | $ 12,841 | $ 7,822 |
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 822 | 822 | 2,465 | 1,779 |
Amortization of debt discount | 0 | 0 | 0 | 0 |
Amortization of debt issuance costs | 1,288 | 1,291 | 3,863 | 3,366 |
Total interest expense | 2,110 | 2,113 | 6,328 | 5,145 |
2023 notes as if converted | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 103 | 103 | 309 | 311 |
Amortization of debt discount | 0 | 0 | 0 | 0 |
Amortization of debt issuance costs | 38 | 41 | 113 | 151 |
Total interest expense | 141 | 144 | 422 | 462 |
2025 notes as if converted | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 0 | 0 | 0 | 0 |
Amortization of debt discount | 0 | 0 | 0 | 0 |
Amortization of debt issuance costs | 690 | 690 | 2,070 | 2,070 |
Total interest expense | 690 | 690 | 2,070 | 2,070 |
2027 notes as if converted | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 719 | 719 | 2,156 | 1,468 |
Amortization of debt discount | 0 | 0 | 0 | 0 |
Amortization of debt issuance costs | 560 | 560 | 1,680 | 1,145 |
Total interest expense | $ 1,279 | $ 1,279 | $ 3,836 | $ 2,613 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 3 Months Ended | ||
Nov. 07, 2022 employee complaint | Sep. 30, 2022 USD ($) | Nov. 04, 2022 USD ($) | |
Subsequent Event [Line Items] | |||
Inventory write-down | $ | $ 18,274 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Reduction of employees | 27% | ||
Subsequent Event | Revolving Credit Facility | |||
Subsequent Event [Line Items] | |||
Debt instrument, covenant, payoff, credit balance threshold | $ | $ 30,000 | ||
Subsequent Event | Workforce Reduction | |||
Subsequent Event [Line Items] | |||
Number of positions eliminated | 862 | ||
Number of positions eliminated, period percent | 13% | ||
Number of employees with new role | 218 | ||
Subsequent Event | RedfinNow Workforce Wind-down | |||
Subsequent Event [Line Items] | |||
Number of positions eliminated | 264 | ||
Subsequent Event | RedfinNow Workforce Reduction - Lead Agents | |||
Subsequent Event [Line Items] | |||
Number of positions eliminated, period percent | 9% | ||
Number of positions eliminated | complaint | 197 | ||
Reduction of employees | 28% |