The following discussion and analysis of our financial condition and results of
operations should be read together with our consolidated financial statements,
the accompanying notes, and other information included in this quarterly report
and our annual report for the year ended December 31, 2020. In particular, the
disclosure contained in Item 1A in our annual report, as updated by Part II,
Item 1A in this quarterly report, may reflect trends, demands, commitments,
events, or uncertainties that could materially impact our results of operations
and liquidity and capital resources.

The following discussion contains forward-looking statements, such as statements
regarding our future operating results and financial position, our business
strategy and plans, our market growth and trends, and our objectives for future
operations. Please see "Note Regarding Forward-Looking Statements" for more
information about relying on these forward-looking statements. The following
discussion also contains information using industry publications. Please see
"Note Regarding Industry and Market Data" for more information about relying on
these industry publications.

When we use the term "basis points" in the following discussion, we refer to units of one-hundredth of one percent.

Overview




We help people buy and sell homes. Representing customers in over 95 markets in
the United States and Canada, we are a residential real estate brokerage. We
pair our own agents with our own technology to create a service that is faster,
better, and costs less. We meet customers through our listings-search website
and mobile application.

We use the same combination of technology and local service to originate mortgage loans and offer title and settlement services; we also buy homes directly from homeowners who want an immediate sale, taking responsibility for selling the home while the original owner moves on.

Our mission is to redefine real estate in the consumer's favor.


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Key Business Metrics

In addition to the measures presented in our consolidated financial statements,
we use the following key metrics to evaluate our business, develop financial
forecasts, and make strategic decisions.

                                                                                                                                       Three Months Ended
                                              Mar. 31, 2021          Dec. 31, 2020          Sep. 30 2020          Jun. 30, 2020          Mar. 31, 2020          Dec. 31, 2019          Sep. 30, 2019          Jun. 30, 2019          Mar. 31, 2019

Monthly average visitors (in                        46,202                 44,135                49,258                 42,537                 35,519                 30,595                 35,633                 36,557                 31,107

thousands)


Real estate services transactions
Brokerage                                           14,317                 16,951                18,980                 13,828                 10,751                 13,122                 16,098                 15,580                  8,435
Partner                                              3,944                  4,940                 5,180                  2,691                  2,479                  2,958                  3,499                  3,357                  2,125
Total                                               18,261                 21,891                24,160                 16,519                 13,230                 16,080                 19,597                 18,937                 10,560
Real estate services revenue per
transaction
Brokerage                                    $      10,927          $      10,751          $     10,241          $       9,296          $       9,520          $       9,425          $       9,075          $       9,332          $       9,640
Partner                                              3,084                  3,123                 2,988                  2,417                  2,535                  2,369                  2,295                  2,218                  2,153
Aggregate                                            9,233                  9,030                 8,686                  8,175                  8,211                  8,127                  7,865                  8,071                  8,134

Aggregate home value of real estate $ 9,621 $ 11,478 $ 12,207 $ 7,576 $ 6,098

$ 7,588 $ 9,157 $ 8,986

  $       4,800
services transactions (in millions)
U.S. market share by value                            1.14  %                1.04  %               1.04  %                0.93  %                0.93  %                0.94  %                0.96  %                0.94  %                0.83  %
Revenue from top-10 Redfin markets as                   62  %                  63  %                 63  %                  63  %                  61  %                  62  %                  63  %                  64  %                  64  %
a percentage of real estate services
revenue
Average number of lead agents                        2,277                  1,981                 1,820                  1,399                  1,826                  1,526                  1,579                  1,603                  1,503
RedfinNow homes sold                                   171                     83                    37                    162                    171                    212                    168                     80                     43
Revenue per RedfinNow home sold              $     525,173          $     

471,551 $ 504,583 $ 444,690 $ 461,916

$     466,939          $     476,770          $     498,083          $     496,437



Monthly Average Visitors

The number of, and growth in, visitors to our website and mobile application are
important leading indicators of our business activity because these channels are
the primary ways we meet customers. For a particular period, monthly average
visitors refers to the average of the number of unique visitors to our website
and mobile application for each of the months in that period. Monthly average
visitors are influenced by, among other things, market conditions that affect
interest in buying or selling homes, the level and success of our marketing
programs, seasonality, and how our website appears in search results. We believe
we can continue to increase monthly visitors, which helps our growth.

Given the lengthy process to buy or sell a home, a visitor during one month may not convert to a revenue-generating customer until many months later, if at all.



When we refer to "monthly average visitors" for a particular period, we are
referring to the average number of unique visitors to our website and our mobile
applications for each of the months in that period, as measured by Google
Analytics, a product that provides digital marketing intelligence. Google
Analytics tracks visitors using cookies, with a unique cookie being assigned to
each browser or mobile application on a device. For any given month, Google
Analytics counts all of the unique cookies that visited our website and mobile
applications during that month. Google Analytics considers each unique cookie as
a unique visitor. Due to third-party technological limitations, user software
settings, or user behavior, it is possible that Google Analytics may assign a
unique cookie to different visits by the same person to our website or mobile
application. In such instances, Google Analytics would count different visits by
the same person as separate visits by unique visitors. Accordingly, reliance on
the number of unique cookies counted by Google Analytics may overstate the
actual number of unique persons who visit our website or our mobile applications
for a given month.

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Real Estate Services Transactions

We record a brokerage real estate services transaction when one of our lead
agents represented the homebuyer or home seller in the purchase or sale,
respectively, of a home. We record a partner real estate services transaction
(i) when one of our partner agents represented the homebuyer or home seller in
the purchase or sale, respectively, of a home or (ii) when a Redfin customer
sold his or her home to a third-party institutional buyer following our
introduction of that customer to the buyer. We include a single transaction
twice when our lead agents or our partner agents serve both the homebuyer and
the home seller of the transaction. Additionally, when one of our lead agents
represents RedfinNow in its sale of a home, we include that transaction as a
brokerage real estate services transaction.

Increasing the number of real estate services transactions is critical to
increasing our revenue and, in turn, to achieving profitability. Real estate
services transaction volume is influenced by, among other things, the pricing
and quality of our services as well as market conditions that affect home sales,
such as local inventory levels and mortgage interest rates. Real estate services
transaction volume is also affected by seasonality and macroeconomic factors.

Real Estate Services Revenue per Transaction



Real estate services revenue per transaction, together with the number of real
estate services transactions, is a factor in evaluating revenue growth. We also
use this metric to evaluate pricing changes. Changes in real estate services
revenue per transaction can be affected by, among other things, our pricing, the
mix of transactions from homebuyers and home sellers, changes in the value of
homes in the markets we serve, the geographic mix of our transactions, and the
transactions we refer to partner agents and any third-party institutional buyer.
We calculate real estate services revenue per transaction by dividing brokerage,
partner, or aggregate revenue, as applicable, by the corresponding number of
real estate services transactions in any period.

We generally generate more real estate services revenue per transaction from
representing homebuyers than home sellers. However, we believe that representing
home sellers has unique strategic value, including the marketing power of yard
signs and digital marketing campaigns, and the market effect of controlling
listing inventory. To keep revenue per brokerage transaction about the same from
year to year, we expect to reduce our commission refund to homebuyers if a
greater portion of our brokerage transactions come from home sellers.

Aggregate Home Value of Real Estate Services Transactions



The aggregate home value of brokerage and partner real estate services
transactions is an important indicator of the health of our business, because
our revenue is largely based on a percentage of each home's sale price. This
metric is affected chiefly by the number of customers we serve, but also by
changes in home values in the markets we serve. We compute this metric by
summing the sale price of each home represented in a real estate services
transaction. We include the value of a single transaction twice when our lead
agents or our partner agents serve both the homebuyer and home seller of the
transaction.

U.S. Market Share by Value

Increasing our U.S. market share by value is critical to our ability to grow our
business and achieve profitability over the long term. We believe there is a
significant opportunity to increase our share in the markets we currently serve.

We calculate the aggregate value of U.S. home sales by multiplying the total
number of U.S. existing home sales by the mean sale price of these homes, each
as reported by the National Association of REALTORS®. We calculate our market
share by aggregating the home value of brokerage and partner real estate
services transactions. Then, in order to account for both the sell- and buy-side
components of each transaction, we divide that value by two-times the estimated
aggregate value of U.S. home sales.

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Revenue from Top-10 Markets as a Percentage of Real Estate Services Revenue

Our top-10 markets by real estate services revenue are the metropolitan areas of
Boston, Chicago, Denver (including Boulder and Colorado Springs), Los Angeles
(including Santa Barbara), Maryland, Northern Virginia, Orange County, San
Diego, San Francisco, and Seattle. This metric is an indicator of the geographic
concentration of our real estate services segment. We expect our revenue from
top-10 markets to decline as a percentage of our total real estate services
revenue over time.

Average Number of Lead Agents



The average number of lead agents, in combination with our other key metrics
such as the number of brokerage transactions, is a basis for calculating agent
productivity and is one indicator of the potential future growth of our
business. We systematically evaluate traffic to our website and mobile
application and customer activity to anticipate changes in customer demand,
helping determine when and where to hire lead agents.

We calculate the average number of lead agents by taking the average of the number of lead agents at the end of each month included in the period.

RedfinNow Homes Sold



The number of homes sold by RedfinNow is a useful indicator for investors to
understand the underlying transaction volume growth of our RedfinNow business.
This number is influenced by, among other things, the level and quality of our
homes available for sale inventory, and market conditions that affect home
sales, such as local inventory levels and mortgage interest rates.

Revenue per RedfinNow Home Sold



Revenue per RedfinNow home sold, together with the number of RedfinNow homes
sold, is a factor in evaluating revenue growth. Changes in revenue per RedfinNow
home sold can be affected by, among other things, the geographic mix of
RedfinNow's home sales, the types and sizes of homes that it had previously
purchased, our pricing, and changes in the value of homes in the markets it
serves. We calculate revenue per RedfinNow home sold by dividing revenue from
sales of homes by RedfinNow by the number of homes sold by RedfinNow in any
period.

Components of Our Results of Operations

Revenue



We generate revenue primarily from commissions and fees charged on each real
estate services transaction closed by our lead agents or partner agents, and
from the sale of homes.

Real Estate Services Revenue

Brokerage Revenue-Brokerage revenue includes our offer and listing services,
where our lead agents represent homebuyers and home sellers. We recognize
commission-based brokerage revenue upon closing of a brokerage transaction, less
the amount of any commission refunds, closing-cost reductions, or promotional
offers that may result in a material right. Brokerage revenue is affected by the
number of brokerage transactions we close, the mix of brokerage transactions,
home-sale prices, commission rates, and the amount we give to customers.

Partner Revenue-Partner revenue consists of fees paid to us from partner agents
or under other referral agreements, less the amount of any payments we make to
homebuyers and home sellers. We recognize these fees as revenue on the closing
of a transaction. Partner revenue is affected by the number of partner
transactions closed, home-sale prices, commission rates, and the amount we
refund to customers. If the portion of customers we introduce to our own lead
agents increases, we expect the portion of revenue closed by partner agents to
decrease.

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Properties Revenue

Properties Revenue-Properties revenue consists of revenues earned when we sell
homes that we previously bought directly from homeowners and when we perform
maintenance on customers' homes. Properties revenue is recorded at closing on a
gross basis, representing the sales price of the home or maintenance performed.

Other Revenue

Other Revenue-Other services revenue includes fees earned from mortgage origination services, title settlement services, Walk Score data services, and advertising. Substantially all fees and revenue from other services are recognized when the service is provided.

Intercompany Eliminations



Intercompany Eliminations-Revenue earned from transactions between operating
segments are eliminated in consolidating our financial statements. Intercompany
transactions primarily consist of services performed from our real estate
services segment for our properties segment.

Cost of Revenue and Gross Margin



Cost of revenue consists primarily of personnel costs (including base pay,
benefits, and stock-based compensation), transaction bonuses, home-touring and
field expenses, listing expenses, home costs related to our properties segment,
office and occupancy expenses, and depreciation and amortization related to
fixed assets and acquired intangible assets. Home costs related to our
properties segment include home purchase costs, capitalized improvements,
selling expenses directly attributable to the transaction, and home maintenance
expenses.

Gross profit is revenue less cost of revenue. Gross margin is gross profit
expressed as a percentage of revenue. Our gross margin has and will continue to
be affected by a number of factors, but the most important are the mix of
revenue from our relatively higher-gross-margin real estate services segment and
our relatively lower-gross-margin properties segment, real estate services
revenue per transaction, agent and support-staff productivity, personnel costs
and transaction bonuses, and, for properties, the home purchase costs.

Operating Expenses

Technology and Development



Our primary technology and development expenses are building software for our
customers, lead agents, and support staff to work together on a transaction, and
building a website and mobile application to meet customers looking to move.
These expenses primarily include personnel costs (including base pay, bonuses,
benefits, and stock-based compensation), data licenses, software and equipment,
and infrastructure such as for data centers and hosted services. The expenses
also include amortization of capitalized internal-use software and website and
mobile application development costs. We expense research and development costs
as incurred and record them in technology and development expenses.

Marketing

Marketing expenses consist primarily of media costs for online and offline advertising, as well as personnel costs (including base pay, benefits, and stock-based compensation).

General and Administrative



General and administrative expenses consist primarily of personnel costs
(including base pay, benefits, and stock-based compensation), facilities costs
and related expenses for our executive, finance, human resources (including
recruiting), and legal organizations, depreciation related to our fixed assets,
and fees for outside services. Outside services are principally comprised of
external legal, audit, and tax services.

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Interest Income, Interest Expense, and Other Income (Expense), Net

Interest Income

Interest income consists primarily of interest earned on our cash, cash equivalents, and investments.

Interest Expense



Interest expense consists primarily of any interest payable on our convertible
senior notes and, for the three months ended March 31, 2021, the amortization of
debt discounts and issuance cost related to our convertible senior notes. See
Note 15 to our consolidated financial statements for information regarding
interest on our convertible senior notes.

Interest expense also includes interest on borrowings and the amortization of
debt issuance costs related to our secured revolving credit facility. See Note
15 to our consolidated financial statements for information regarding interest
for the facility.

Other Income (Expense), Net

Other expense, net consists primarily of realized and unrealized gains and losses on investments. See Note 3 to our consolidated financial statements for information regarding unrealized losses on our investments.

Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of our revenue for those periods.



                                           Three Months Ended March 31,
                                               2021                   2020

                                                  (in thousands)

Revenue                             $       268,319                $ 190,995
Cost of revenue(1)                          225,961                  178,116
Gross profit                                 42,358                   12,879
Operating expenses
Technology and development(1)                27,678                   

20,274


Marketing(1)                                 11,802                   

25,708


General and administrative(1)                37,391                   24,327
Total operating expenses                     76,871                   70,309
Loss from operations                        (34,513)                 (57,430)
Interest income                                 159                    1,103
Interest expense                             (1,338)                  (2,444)
Other income (expense), net                     (92)                  (1,346)
Net loss                            $       (35,784)               $ (60,117)

(1) Includes stock-based compensation as follows:


                                            Three Months Ended March 31,
                                                 2021                    2020

                                                   (in thousands)

Cost of revenue                     $          2,978                   $ 1,638
Technology and development                     5,761                     3,648
Marketing                                        542                       375
General and administrative                     3,302                     1,550
Total stock-based compensation      $         12,583                   $ 7,211



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                                           Three Months Ended March 31,
                                                2021                   2020

                                           (as a percentage of revenue)

Revenue                                                  100.0  %     100.0  %
Cost of revenue(1)                                        84.2         93.3
Gross profit                                              15.8          6.7
Operating expenses
Technology and development(1)                             10.3         10.6
Marketing(1)                                               4.4         13.5
General and administrative(1)                             13.9         12.7
Total operating expenses                                  28.6         36.8
Loss from operations                                     (12.9)       (30.1)
Interest income                                            0.1          0.6
Interest expense                                          (0.5)        (1.3)
Other income (expense), net                                  -         (0.7)
Net loss                                                 (13.3) %     (31.5) %


(1) Includes stock-based compensation as follows:


                                       Three Months Ended March 31,
                                             2021                  2020

                                       (as a percentage of revenue)

Cost of revenue                                         1.1  %     0.9  %
Technology and development                              2.2        1.9
Marketing                                               0.2        0.2
General and administrative                              1.2        0.8
Total                                                   4.7  %     3.8  %


Comparison of the Three Months Ended March 31, 2021 and 2020



Revenue

                                       Three Months Ended March 31,                                Change
                                        2021                   2020                 Dollars                 Percentage

                                                              (in

thousands, except percentages)



Real estate services
revenue
Brokerage revenue                $      156,447           $    102,351          $     54,096                            53  %
Partner revenue                          12,162                  6,285                 5,877                            94
Total real estate services              168,609                108,636                59,973                            55
revenue
Properties revenue                       92,726                 79,098                13,628                            17
Other revenue                             9,357                  4,250                 5,107                           120
Intercompany elimination                 (2,373)                  (989)               (1,384)                          140
Total revenue                    $      268,319           $    190,995          $     77,324                            40
Percentage of revenue
Real estate services
revenue
Brokerage                                  58.3   %               53.6  %
Partner revenue                             4.5                    3.3
Total real estate services                 62.8                   56.9
revenue
Properties revenue                         34.6                   41.4
Other revenue                               3.5                    2.2
Intercompany elimination                   (0.9)                  (0.5)
Total revenue                             100.0   %              100.0  %



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In the three months ended March 31, 2021, revenue increased by $77.3 million, or
40%, as compared with the same period in 2020. This increase in revenue was
primarily attributable to a $60.0 million increase in real estate services
revenue, and a $13.6 million increase in properties revenue. Brokerage revenue
increased by $54.1 million, and partner revenue increased by $5.9 million.
Brokerage revenue increased 53% during the period, driven by a 33% increase in
brokerage transactions and a 15% increase in brokerage revenue per transaction.
We believe the increase in brokerage transactions was attributable to higher
levels of customer awareness of Redfin and increasing customer demand, while the
increase in brokerage revenue per transaction was driven primarily by increasing
home values. Properties revenue increased by $13.6 million. Properties revenue
increased 17%, primarily driven by a 14% increase in revenue per RedfinNow home
sold and no increase in RedfinNow homes sold.

Cost of Revenue and Gross Margin



                                   Three Months Ended March 31,                                Change
                                    2021                   2020                 Dollars                 Percentage

                                                          (in thousands, except percentages)

Cost of revenue
Real estate services         $      128,216           $     93,562          $     34,654                            37  %
Properties                           91,130                 79,299                11,831                            15
Other                                 8,988                  6,244                 2,744                            44
Intercompany elimination             (2,373)                  (989)               (1,384)                          140
Total cost of revenue        $      225,961           $    178,116          $     47,845                            27

Gross profit
Real estate services         $       40,393           $     15,074          $     25,319                           168  %
Properties                            1,596                   (201)                1,797                          (894)
Other                                   369                 (1,994)                2,363                          (119)
Total gross profit           $       42,358           $     12,879          $     29,479                           229

Gross margin (percentage of
revenue)
Real estate services                   24.0   %               13.9  %
Properties                              1.7                   (0.3)
Other                                   3.9                  (46.9)
Total gross margin                     15.8                    6.7



In the three months ended March 31, 2021, total cost of revenue increased by
$47.8 million, or 27%, as compared with the same period in 2020. This increase
in cost of revenue was primarily attributable to a $32.2 million increase in
personnel costs and transaction bonuses, due to increased headcount and
increased brokerage transactions, respectively. This was also driven by a $9.5
million increase in home-touring and field costs, and a $5.3 million increase in
home purchase costs and related capitalized improvements by our properties
business.

Total gross margin increased 910 basis point as compared with the same period in
2020, driven by improvements in real estate services, properties, and other
gross margin, and by our properties business contributing to a lesser proportion
of revenue relative to our real estate services and other businesses.

In the three months ended March 31, 2021, real estate services gross margin increased 1,010 basis points as compared with the same period in 2020. This was primarily attributable to a 450 basis-point decrease in personnel costs and transaction bonuses, a 270 basis-point decrease in travel and entertainment expenses, and a 120 basis-point decrease in listing expenses, each as a percentage of revenue.



In the three months ended March 31, 2021, properties gross margin increased 200
basis points as compared with the same period in 2020. This was primarily
attributable to a 760 basis-point decrease in home purchase costs and related
capitalized improvements as a percentage of revenue. This was partially offset
by a 290 basis-point increase in personnel costs and transaction bonuses as a
percentage of revenue.
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In the three months ended March 31, 2021, other gross margin increased 5,080
basis points. This was primarily attributable to a 3,100 basis-point decrease in
personnel costs and transaction bonuses, a 990 basis-point decrease in outside
services costs, a 290 basis-point decrease in travel and entertainment expenses,
and a 280 basis-point decrease personal technology expenses, each as a
percentage of revenue.

Operating Expenses

                                     Three Months Ended March 31,                     Change
                                    2021                        2020         Dollars       Percentage

                                                 (in thousands, except percentages)

Technology and development    $      27,678                  $ 20,274       $  7,404             37  %
Marketing                            11,802                    25,708        (13,906)           (54)
General and administrative           37,391                    24,327         13,064             54
Total operating expenses      $      76,871                  $ 70,309       $  6,562              9
Percentage of revenue
Technology and development             10.3   %                  10.6  %
Marketing                               4.4                      13.5
General and administrative             13.9                      12.7
Total operating expenses               28.6   %                  36.8  %



In the three months ended March 31, 2021, technology and development expenses
increased by $7.4 million, or 37%, as compared with the same period in 2020. The
increase was primarily attributable to a $6.7 million increase in personnel
costs due to increased headcount.

In the three months ended March 31, 2021, marketing expenses decreased by $13.9
million, or 54%, as compared with the same period in 2020. The decrease was
attributable to a $14.4 million decrease in marketing media costs as we did not
run a mass-media advertising campaign as we have in prior years.

In the three months ended March 31, 2021, general and administrative expenses
increased by $13.1 million, or 54%, as compared with the same period in 2020.
The increase was primarily attributable to a $5.8 million increase in personnel
costs due to increased headcount, a $5.0 million increase in advertising
campaign and contractor expenses for recruiting employees and independent
contractors, a $3.1 million increase in legal expenses, largely due to a
rejected settlement offer we made to resolve a threatened claim, and a $2.1
million increase in transaction expenses for our acquisition of RentPath. We had
no such transaction expenses for acquisitions during the same period in 2020.
This was partially offset by a $4.1 million decrease in corporate events costs,
because we did not conduct an in-person, all-company event as we have in prior
years due to COVID-19 restrictions.

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Interest Income, Interest Expense, and Other Income (Expense), Net

                                   Three Months Ended March 31, 2021                             Change
                                      2021                    2020                 Dollars                Percentage

                                                           (in thousands, except percentages)
Interest income                            159                  1,103                  (944)                     (86)
Interest expense                        (1,338)                (2,444)                1,106                       45
Other income (expense), net                (92)                (1,346)                1,254                       93
Interest income, interest
expense, and other income
(expense), net                 $        (1,271)          $     (2,687)         $      1,416                       53
Percentage of revenue
Interest income                            0.0                    0.6
Interest expense                          (0.5)                  (1.3)
Other income (expense), net                0.0                   (0.7)
Interest income, interest
expense, and other income
(expense), net                            (0.5)  %               (1.4) %



In the three months ended March 31, 2021, interest income, net decreased by $1.4
million as compared to the same period in 2020. Interest income decreased $0.9
million due to lower interest rates on our cash, cash equivalents, and
investments. Interest expense decreased by $1.1 million due primarily to the
implementation of ASU 2020-06, which eliminates the liability and equity
separation models for convertible instruments. As a result, we did not incur an
expense for the accretion of the equity portion of our convertible senior notes
during the three months ended March 31, 2021. See Note 1 to our consolidated
financial statements for more information on our adoption of this accounting
standard. Other income (expense), net decreased by $1.3 million, primarily due
to a non-cash impairment charge we had recorded on an investment in a
privately-held company during the three months ended March 31, 2020, and we did
not have a similar charge for the same period this year.

Liquidity and Capital Resources



As of March 31, 2021, we had cash and cash equivalents of $1,241.3 million and
investments of $147.7 million, which consist primarily of operating cash on
deposit with financial institutions, money market instruments, U.S. treasury
securities, and agency bonds. On April 2, 2021, we closed our acquisition of
RentPath and paid $608.0 million in cash in connection with the closing. This
amount includes the release, to the sellers, of $60.8 million that we had
previously deposited into an escrow account and reported in restricted cash as
of March 31, 2021.

Also as of March 31, 2021, we had $1,185.0 million aggregate principal amount of
convertible senior notes outstanding across three issuances maturing between
July 15, 2023 and April 1, 2027. See Note 15 to our consolidated financial
statements for our obligations to pay semi-annual interest and to repay any
outstanding amounts at the notes' maturity.

On April 5, 2021, the initial purchasers of our 2027 notes exercised their
option to purchase an additional $75 million aggregate principal amount of our
2027 notes. In connection with the issuance of these additional notes and also
on April 5, 2021, we settled our purchase of additional capped call options. See
Note 16 to our consolidated financial statements for our net proceeds from the
issuance of additional 2027 notes and our cash outlay for our purchase of
additional options.

Also as of March 31, 2021, we had 40,000 shares of convertible preferred stock
outstanding. See Note 11 to our consolidated financial statements for our
obligations to pay quarterly interest and to redeem any outstanding shares on
November 30, 2024.

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With respect to the cash outlay for our properties business, for the quarter
ended March 31, 2021, we relied on (i) a combination of our cash on hand and
borrowings from a secured revolving credit facility to fund home purchase prices
and (ii) solely on our cash on hand to fund capitalized improvement costs and
home maintenance expenses. See Note 4 to our consolidated financial statements
for more information on changes to inventory related to home purchases and home
sales for our properties business. See Note 15 to our consolidated financial
statements for more information regarding the secured revolving credit facility.

Our mortgage business has significant cash requirements due to the period of
time between its origination of a mortgage loan and the sale of that loan. We
have relied on warehouse credit facilities with different lenders to fund
substantially the entire portion of the mortgage loans that our mortgage
business originates. Once our mortgage business sells a loan in the secondary
mortgage market, we use the proceeds to reduce the outstanding balance under the
related facility. See Note 15 to our consolidated financial statements for more
information regarding our warehouse credit facilities.

We believe that our existing cash and cash equivalents and investments, together
with cash we expect to generate from future operations, and borrowings from our
secured revolving credit facility and our warehouse credit facilities, will
provide sufficient liquidity to meet our operational needs and fulfill our
payment obligations with respect to our convertible senior notes and convertible
preferred stock. However, our liquidity assumptions may change or prove to be
incorrect, and we could exhaust our available financial resources sooner than we
currently expect. As a result, we may seek new sources of credit financing or
elect to raise additional funds through equity, equity-linked, or debt financing
arrangements. We cannot assure you that any additional financing will be
available to us on acceptable terms or at all.

Cash Flows

The following table summarizes our cash flows for the periods presented:



                                                      Three Months Ended March 31,
                                                          2021                   2020

                                                             (in thousands)

Net cash used in operating activities          $       (50,765)               $ (43,449)
Net cash used in investing activities                   (9,573)             

(3,468)


Net cash provided by financing activities              457,562              

30,206

Net Cash Used In Operating Activities



Our operating cash flows result primarily from cash generated by commissions
paid to us from our real estate services business and sales of homes from our
properties business. Our primary uses of cash from operating activities include
payments for personnel-related costs, including employee benefits and bonus
programs, marketing and advertising activities, purchases of homes for our
properties business, office and occupancy costs, and outside services costs.
Additionally, our mortgage business generates a significant amount operating
cash flow activity from the origination and sale of loans held for sale.

Net cash used operating activities was $50.8 million for the three months ended
March 31, 2021, primarily attributable to a net loss of $35.8 million, offset by
$19.4 million of non-cash items related to stock-based compensation,
depreciation and amortization, amortization of debt discounts and issuances
costs, lease expense related to right-of-use assets, and other non-cash items.
Changes in assets and liabilities decreased cash provided by operating
activities by $34.4 million. The primary sources of cash related to changes in
our assets and liabilities were a $14.8 million increase in accounts payable and
other accrued liabilities related to the timing of vendor payments and payroll
related expenses, and a $7.3 million decrease in accounts receivable related to
the timing of escrow payments in-transit. The primary use of cash related to
changes in our assets and liabilities was a $48.2 million increase in inventory
related to our properties business.

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Net cash used in operating activities was $43.4 million for the three months
ended March 31, 2020, primarily attributable to a net loss of $60.1 million,
offset by $15.3 million of non-cash items related to stock based compensation,
depreciation and amortization, amortization of debt discounts and issuance
costs, lease expense related to right-of-use assets, impairment charge on our
cost method investment, and other noncash items. Changes in assets and
liabilities decreased cash used in operating activities by $1.4 million driven
primarily by a $18.5 million increase in accrued liabilities, primarily related
to timing of payments, a $4.9 million decrease in prepaid expenses. This was
partially offset by an increase of $21.5 million in net loans held for sale
related to our mortgage business.

Net Cash Used In Investing Activities

Our primary investing activities include the purchase of investments and property and equipment, primarily related to capitalized software development expenses and computer equipment and software.

Net cash used in investing activities was $9.6 million for the three months ended March 31, 2021, primarily attributable to $4.3 million in net investments in U.S. government securities, and $2.6 million of capitalized software development expenses.

Net cash used in investing activities was $3.5 million for the three months ended March 31, 2020, primarily attributable to $2.5 million of capitalized software development expenses. Additionally, we had $33.2 million of maturities and sales of investments that was offset by $33.3 million of purchases of similar type investments.

Net Cash Provided By Financing Activities



Our primary financing activities have come from (i) our initial public offering
in August 2017, (ii) sales of our common stock and 2023 notes in July 2018, our
common stock and convertible preferred stock in April 2020, our 2025 notes in
October 2020, and our 2027 notes in March 2021, and (iii) the sale of our common
stock pursuant to stock option exercises and our ESPP. Additionally, we generate
a significant amount of financing cash flow activity due to borrowings from and
repayments to our warehouse credit facilities and, since July 2019, our secured
revolving credit facility.

Net cash provided by financing activities was $457.6 million for the three
months ended March 31, 2021, attributable to $434.2 million in net proceeds from
the issuance of our 2027 notes offering including the purchase of capped calls
related to those notes, and a $24.9 million increase in net borrowings under our
secured revolving credit facility.

Net cash provided by financing activities was $30.2 million for the three months
ended March 31, 2020, primarily attributable to a $21.3 million increase in our
net borrowings under warehouse credit facilities and $4.5 million in net
borrowings under the secured revolving credit facility.

Critical Accounting Policies and Estimates



Discussion and analysis of our financial condition and results of operations are
based on our financial statements, which have been prepared in accordance with
GAAP. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets and
liabilities and related disclosure of contingent assets and liabilities,
revenue, and expenses at the date of the financial statements. Generally, we
base our estimates on historical experience and on various other assumptions in
accordance with GAAP that we believe to be reasonable under the circumstances.
Actual results may differ from these estimates under different assumptions or
conditions.

Critical accounting policies and estimates are those that we consider the most
important to the portrayal of our financial condition and results of operations
because they require our most difficult, subjective, or complex judgments, often
as a result of the need to make estimates about the effect of matters that are
inherently uncertain. Based on this definition, we have identified the critical
accounting policies and estimates addressed below. In addition, we have other
key accounting policies and estimates that are described in Note 1 to our
consolidated financial statements.

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Revenue Recognition

Our key revenue components are brokerage revenue, partner revenue, property
revenue, and other revenue. Of these, we consider the most critical of our
revenue recognition policies relate to commissions and fees charged on brokerage
transactions closed by our lead agents, and from the sale of homes. We recognize
commission-based brokerage revenue upon closing of a brokerage transaction, less
the amount of any commission refunds, closing-cost reductions, or promotional
offers that may result in a material right. We determined that brokerage revenue
primarily contains a single performance obligation that is satisfied upon the
closing of a transaction, at which point the entire transaction price is earned.
We evaluate our brokerage contracts and promotional pricing to determine if
there are any additional material rights and allocate the transaction price
based on standalone selling prices.

Properties revenue is earned when we sell homes that were previously bought
directly from homeowners. Our contracts with customers contain a single
performance obligation that is satisfied upon a transaction closing. Properties
revenue is recorded at closing on a gross basis, representing the sales price of
the home.

We have utilized the practical expedient in ASC 606, Revenue from Contracts with Customers, and elected not to capitalize contract costs for contracts with customers with durations less than one year. We do not have significant remaining performance obligations or contract balances.

See Note 1 to our consolidated financial statements for further discussion of our revenue recognition policy.

Inventory



Our inventory represents homes purchased with the intent of resale and are
accounted for under the specific identification method. Direct home acquisition
and improvement costs are capitalized and tracked directly with each specific
home. Homes are stated in inventory at cost and are reviewed on a home by home
basis. When evidence exists that the net realizable value of a home is lower
than its cost, we recognize the difference as a loss in the period in which it
occurs. In determining net realizable value, management must use judgment and
estimates, including assessment of readily available market value indicators
such as the Redfin Estimate and other third-party home value indicators,
assessment of a current listing or pending offer price if either are available,
and the value of any improvements made to the home. If a home's estimated market
value is less than the inventory cost then the home is written down to net
realizable value. While no significant adjustments were required to our home
inventory during the three months ended March 31, 2021, material adjustments may
be required in the future due to changing market conditions, natural disasters,
or other forces outside of our control.

See Note 4 to our consolidated financial statements for a summary of our inventory categories and any net realizable write-downs.

Recent Accounting Standards

For information on recent accounting standards, see Note 1 to our consolidated financial statements.


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