株探米国株
日本語 英語
エドガーで原本を確認する
0001382821false00013828212023-05-042023-05-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 4, 2023
Redfin Corporation
(Exact name of registrant as specified in its charter)
Delaware
001-38160 74-3064240
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
1099 Stewart Street
Suite 600
Seattle
WA
98101
(Address of principal executive offices)
(Zip Code)
(206) 576-8333
Registrant's telephone number, including area code
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.001 par value per share RDFN The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02 Results of Operations and Financial Condition.

On May 4, 2023, we reported our financial results for the quarter ended March 31, 2023. A copy of our earnings release is furnished as exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.
Exhibit Number
Description
99.1
104
Cover page interactive data file, submitted using inline XBRL

1


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Redfin Corporation
(Registrant)
Date: May 4, 2023 /s/ Chris Nielsen
Chris Nielsen
Chief Financial Officer

EX-99.1 2 q12023earningsreleaseex.htm EX-99.1 Document


redfinlogoa14a.jpg

Redfin Reports First Quarter 2023 Financial Results

SEATTLE - May 4, 2023 - Redfin Corporation (NASDAQ: RDFN) today announced results for its first quarter ended March 31, 2023.

First Quarter 2023
First quarter revenue was $325.7 million, a decrease of 45% compared to the first quarter of 2022. Gross profit was $56.2 million, a decrease of 23% year-over-year. Real estate services gross profit was $15.8 million, a decrease of 33% year-over-year, and real estate services gross margin was 12%, compared to 13% in the first quarter of 2022.

Net loss was $60.8 million, compared to a net loss of $90.8 million in the first quarter of 2022. Net loss attributable to common stock was $61.0 million. Net loss per share attributable to common stock, diluted, was $0.55, compared to net loss per share, diluted, of $0.86 in the first quarter of 2022.

“Redfin’s first-quarter revenues and earnings exceeded our expectations, keeping us on track for full-year adjusted EBITDA in 2023,” said Redfin CEO Glenn Kelman. “We’re drawing online visitors away from our main rivals, and our brokerage has gotten more efficient. For the second quarter, we expect gross-margins gains in our core business for the first time since 2021. The two companies we acquired over the past two years to earn additional revenue from the people using our site and our brokerage are also starting to deliver results: Rent’s revenue growth is accelerating, and Bay Equity’s net income improved, with more than one in five Redfin homebuyers getting a mortgage from Bay Equity in the first quarter. And finally, our competitive position has materially improved, as we’ve reduced our debt by more than $300 million, and sold all but five of our RedfinNow homes. We wouldn’t wish a housing downturn on anyone, but it has made Redfin leaner, hungrier and better.”

First Quarter Highlights
•First quarter market share was 0.78% of U.S. existing home sales by units, compared to 0.79% in the first quarter of 2022.
•Redfin’s mobile apps and website reached more than 50 million average monthly users, compared to 51 million in the first quarter of 2022.
•Expanded Redfin Premier nationwide and made the service available to homebuyers for the first time. With this launch, we made significant branding, marketing and website improvements that make it easier for customers to identify and connect with Premier agents.
•Brought Redfin agent service to the Colorado Rockies, which was announced on April 13; listings currently cover more than 98% of the U.S. population.
•Increased momentum in mortgage cross-selling, with 20% attach rates for the first quarter, up 16 points from the first quarter of 2022.
•Launched Title Forward in northern California on April 3, expanding Title Forward coverage of Redfin’s sales from 48% to 55%.
•Released our inaugural 2023 Sustainability Report (https://investors.redfin.com/esg) outlining our environmental, social and governance (ESG) commitments, along with updated statistics (https://www.redfin.com/news/diversity-at-redfin-in-2022/) on the diversity of Redfin’s workforce.
1


•Delivered software to improve customer and agent experience while boosting traffic to Redfin:
◦Favorites Lists, which help bring order to customers’ home searches by allowing them to organize their favorite homes into lists.
◦New cost of living calculator, which helps users compare the cost of living between different cities across the U.S.
◦Agent loyalty links, which make it easier for Redfin agents to share their profile with their network and generate more loyalty deals.
◦An improved home recommendation model which surfaces more listings for customers, learns their preferences faster, and boosts traffic to Redfin.
◦Updates to the rentals search experience, including a tour scheduling tool that allows renters to see a property’s calendar and directly book a tour time. We also added messaging to rental details pages that helps renters identify popular homes and move quickly in order to access them.

Business Outlook
The following forward-looking statements reflect Redfin's expectations as of May 4, 2023, and are subject to substantial uncertainty.

For the second quarter of 2023 we expect:
•Total revenue between $268 million and $281 million, representing a year-over-year decline between (24)% and (20)% compared to the second quarter of 2022. Included within total revenue are real estate services revenue between $175 million and $183 million, rentals revenue between $45 million and $46 million, mortgage revenue between $38 million and $41 million and other revenue between $10 million and $11 million. We expect to report our properties segment as discontinued operations in the second quarter, and these results are not included in total revenue.
•Total net loss is expected to be between $44 million and $35 million, compared to net loss of $78 million in the second quarter of 2022. Discontinued operations are included in net loss, but are expected to have no impact on the total. This guidance includes approximately $31 million in total marketing expenses, $17 million of stock-based compensation, $17 million of depreciation and amortization, $4 million in gains on the extinguishment of convertible senior notes and $5 million in restructuring expenses. Adjusted EBITDA is expected to be between a loss of $9 million and positive $1 million. Furthermore, we expect to pay a quarterly dividend of 30,640 shares of common stock to our preferred stockholder.

Conference Call
Redfin will webcast a conference call to discuss the results at 1:30 p.m. Pacific Time today. The webcast will be open to the public at http://investors.redfin.com. The webcast will remain available on the investor relations website for at least three months following the conference call.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws, including our future operating results, as described under Business Outlook. We believe our expectations related to these forward-looking statements are reasonable, but actual results may turn out to be materially different. For factors that could cause actual results to differ materially from the forward-looking statements in this press release, please see the risks and uncertainties identified under the heading "Risk Factors" in our annual report for the year ended December 31, 2022, as supplemented by our quarterly report for the quarter ended March 31, 2023, both of which are available on our Investor Relations website at http://investors.redfin.com and on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. We undertake no obligation to update forward-looking statements to reflect future events or circumstances.
2



Non-GAAP Financial Measure
To supplement our consolidated financial statements that are prepared and presented in accordance with GAAP, we also compute and present adjusted EBITDA, which is a non-GAAP financial measure. We believe adjusted EBITDA is useful for investors because it enhances period-to-period comparability of our financial statements on a consistent basis and provides investors with useful insight into the underlying trends of the business. The presentation of this financial measure is not intended to be considered in isolation or as a substitute of, or superior to, our financial information prepared and presented in accordance with GAAP. Our calculation of adjusted EBITDA may be different from adjusted EBITDA or similar non-GAAP financial measures used by other companies, limiting its usefulness for comparison purposes. Our adjusted EBITDA for the three months ended March 31, 2022 and 2021 is presented below, along with a reconciliation of adjusted EBITDA to net loss.

About Redfin
Redfin (www.redfin.com) is a technology-powered real estate company. We help people find a place to live with brokerage, rentals, lending, title insurance, and renovations services. We also run the country's #1 real estate brokerage site. Our home-buying customers see homes first with same day tours, and our lending and title services help them close quickly. Customers selling a home in certain markets can have our renovations crew fix up their home to sell for top dollar. Our rentals business empowers millions nationwide to find apartments and houses for rent. Customers who buy and sell with Redfin pay a 1% listing fee, subject to minimums, less than half of what brokerages commonly charge. Since launching in 2006, we've saved customers more than $1.5 billion in commissions. We serve more than 100 markets across the U.S. and Canada and employ over 5,000 people.

Redfin-F

Contacts

Investor Relations
Meg Nunnally, 206-576-8610
ir@redfin.com

Public Relations
Mariam Sughayer, 206-876-1322
press@redfin.com











3


Redfin Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share and per share amounts, unaudited)

March 31, 2023 December 31, 2022
Assets
Current assets
Cash and cash equivalents $ 149,940  $ 239,840 
Restricted cash 2,416  2,406 
Short-term investments 140,531  122,259 
Accounts receivable, net of allowances for credit losses of $2,277 and $2,019 48,142  54,880 
Inventory 10,685  114,273 
Loans held for sale 192,622  199,604 
Prepaid expenses 33,784  34,506 
Other current assets 14,918  8,690 
Total current assets 593,038  776,458 
Property and equipment, net 52,551  55,105 
Right-of-use assets, net 38,932  42,032 
Mortgage servicing rights, at fair value 35,061  36,261 
Long-term investments 9,572  29,480 
Goodwill 461,349  461,349 
Intangible assets, net 152,525  162,272 
Other assets, noncurrent 11,413  11,247 
Total assets $ 1,354,441  $ 1,574,204 
Liabilities, mezzanine equity, and stockholders' equity
Current liabilities
Accounts payable $ 10,154  $ 11,819 
Accrued and other liabilities 92,275  109,743 
Warehouse credit facilities 185,283  190,509 
Convertible senior notes, net 23,468  23,431 
Lease liabilities 18,015  19,137 
Total current liabilities 329,195  354,639 
Lease liabilities, noncurrent 35,757  37,298 
Convertible senior notes, net, noncurrent 928,651  1,078,157 
Deferred tax liabilities 249  243 
Total liabilities 1,293,852  1,470,337 
Series A convertible preferred stock—par value $0.001 per share; 10,000,000 shares authorized; 40,000 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively 39,925  39,914 
Stockholders’ equity
Common stock—par value $0.001 per share; 500,000,000 shares authorized; 110,526,884 and 109,696,178 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively 110  110 
Additional paid-in capital 775,094  757,951 
Accumulated other comprehensive loss (435) (801)
Accumulated deficit (754,105) (693,307)
Total stockholders’ equity 20,664  63,953 
Total liabilities, mezzanine equity, and stockholders’ equity $ 1,354,441  $ 1,574,204 
4


Redfin Corporation and Subsidiaries
Consolidated Statements of Comprehensive Loss
(in thousands, except share and per share amounts, unaudited)

Three Months Ended March 31,
2023 2022
Revenue
Service $ 212,934  $ 217,593 
Product 112,727  379,753 
Total revenue 325,661  597,346 
Cost of revenue(1)
Service 154,796  165,809 
Product 114,658  358,999 
Total cost of revenue 269,454  524,808 
Gross profit 56,207  72,538 
Operating expenses
Technology and development(1)
48,192  49,640 
Marketing(1)
40,908  43,342 
General and administrative(1)
69,962  58,966 
Restructuring and reorganization 1,053  5,710 
Total operating expenses 160,115  157,658 
Loss from operations (103,908) (85,120)
Interest income 3,406  220 
Interest expense (1,922) (3,861)
Income tax expense (410) (134)
Gain on extinguishment of convertible senior notes 42,270  — 
Other expense, net (234) (1,911)
Net loss $ (60,798) $ (90,806)
Dividends on convertible preferred stock (226) (793)
Net loss attributable to common stock—basic and diluted $ (61,024) $ (91,599)
Net loss per share attributable to common stock—basic and diluted $ (0.55) $ (0.86)
Weighted-average shares to compute net loss per share attributable to common stock—basic and diluted 110,103,598  106,664,140 
Net loss $ (60,798) $ (90,806)
Other comprehensive (loss) income
Foreign currency translation adjustments 58 
Unrealized (loss) gain on available-for-sale debt securities (424) 561 
Comprehensive loss $ (61,164) $ (90,241)

(1) Includes stock-based compensation as follows:
Three Months Ended March 31,
2023 2022
Cost of revenue $ 4,181  $ 3,377 
Technology and development 8,209  7,965 
Marketing 1,263  1,072 
General and administrative 5,375  4,374 
Total $ 19,028  $ 16,788 

5


Redfin Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands, unaudited)
Three Months Ended March 31,
2023 2022
Operating Activities
Net loss
$ (60,798) $ (90,806)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 17,013  14,813 
Stock-based compensation 19,028  16,788 
Amortization of debt discount and issuance costs 1,087  1,440 
Non-cash lease expense 4,816  3,169 
Impairment costs 113  — 
Net (gain) loss on IRLCs, forward sales commitments, and loans held for sale (8,326) 60 
Change in fair value of mortgage servicing rights, net 1,208  — 
Gain on extinguishment of convertible senior notes (42,270) — 
Other (1,174) 2,290 
Change in assets and liabilities:
Accounts receivable, net 6,738  17,312 
Inventory 103,588  112,734 
Prepaid expenses and other assets 1,110  (1,982)
Accounts payable (1,675) 9,876 
Accrued and other liabilities, deferred tax liabilities, and payroll tax liabilities, noncurrent (16,813) (14,442)
Lease liabilities (4,619) (3,642)
Origination of mortgage servicing rights (347) — 
Proceeds from sale of mortgage servicing rights 339  — 
Origination of loans held for sale (854,085) (159,186)
Proceeds from sale of loans originated as held for sale 861,771  170,577 
Net cash provided by operating activities 26,704  79,001 
Investing activities
Purchases of property and equipment (2,919) (7,442)
Purchases of investments (57,556) (77,596)
Sales of investments 12,014  5,346 
Maturities of investments 48,483  6,500 
Net cash provided by (used in) investing activities 22  (73,192)
Financing activities
Proceeds from the issuance of common stock pursuant to employee equity plans 143  1,887 
Tax payments related to net share settlements on restricted stock units (3,161) (2,595)
Borrowings from warehouse credit facilities 852,988  152,386 
Repayments to warehouse credit facilities (858,214) (163,144)
Borrowings from secured revolving credit facility —  156,799 
Repayments to secured revolving credit facility —  (219,711)
Cash paid for secured revolving credit facility issuance costs —  (764)
Principal payments under finance lease obligations (40) (217)
Repurchases of convertible senior notes (108,274) — 
Net cash used in financing activities (116,558) (75,359)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (58) (4)
Net change in cash, cash equivalents, and restricted cash (89,890) (69,554)
Cash, cash equivalents, and restricted cash:
Beginning of period 242,246  718,281 
End of period
$ 152,356  $ 648,727 







6


Redfin Corporation and Subsidiaries
Supplemental Financial Information and Business Metrics
(unaudited)
Three Months Ended
Mar. 31, 2023 Dec. 31, 2022 Sep. 30, 2022 Jun. 30, 2022 Mar. 31, 2022 Dec. 31, 2021 Sep. 30, 2021 Jun. 30, 2021
Monthly average visitors (in thousands) 50,440  43,847  50,785  52,698  51,287  44,665  49,147  48,437 
Real estate services transactions
Brokerage 10,301  12,743  18,245  20,565  15,001  19,428  21,929  21,006 
Partner 3,187  2,742  3,507  3,983  3,417  4,603  4,755  4,597 
Total 13,488  15,485  21,752  24,548  18,418  24,031  26,684  25,603 
Real estate services revenue per transaction
Brokerage $ 11,556  $ 10,914  $ 11,103  $ 11,692  $ 11,191  $ 10,900  $ 11,107  $ 11,307 
Partner 2,592  2,611  2,556  2,851  2,814  2,819  2,990  3,195 
Aggregate 9,438  9,444  9,725  10,258  9,637  9,352  9,661  9,850 
U.S. market share by units(1)
0.78  % 0.76  % 0.80  % 0.82  % 0.79  % 0.78  % 0.78  % 0.77  %
Revenue from top-10 Redfin markets as a percentage of real estate services revenue 53  % 57  % 58  % 59  % 57  % 61  % 62  % 64  %
Average number of lead agents
1,876  2,022  2,293  2,640  2,750  2,485  2,370  2,456 
RedfinNow homes sold 191  474  530  423  617  600  388  292 
Revenue per RedfinNow home sold (in ones) $ 573,571  $ 538,788  $ 550,903  $ 604,120  $ 608,851  $ 622,519  $ 599,963  $ 571,670 
Mortgage originations by dollars (in millions) $ 991  $ 1,036  $ 1,557  $ 1,565  $ 159  $ 242  $ 258  $ 261 
Mortgage originations by units (in ones) 2,444  2,631  3,720  3,860  414  591  671  749 
(1) Prior to the second quarter of 2022, we reported our U.S. market share based on the aggregate home value of our real estate services transactions, relative to the aggregate value of all U.S. home sales, which we computed based on the mean sale price of U.S. homes provided by the National Association of REALTORS® (“NAR”). Beginning in the second quarter of 2022, NAR (1) revised its methodology of computing the mean sale price, (2) restated its previously reported mean sale price beginning from January 2020 (and indicated that previously reported mean sale price prior to January 2020 is not comparable), and (3) discontinued publication of the mean sale price as part of its primary data set. Due to these changes, as of the second quarter of 2022, we report our U.S. market share based on the number of homes sold, rather than the dollar value of homes sold. Our market share by number of homes sold has historically been lower than our market share by dollar value of homes sold. We also stopped reporting the aggregate home value of our real estate services transactions.













7


Redfin Corporation and Subsidiaries
Supplemental Financial Information
(unaudited, in thousands)
Three Months Ended March 31, 2023
Real estate services Properties Rentals Mortgage Other Corporate Overhead and Intercompany Eliminations Total
Revenue $ 127,296  $ 112,727  $ 42,870  $ 36,489  $ 7,428  $ (1,149) $ 325,661 
Cost of revenue 111,494  114,658  9,765  29,213  5,473  (1,149) 269,454 
Gross profit 15,802  (1,931) 33,105  7,276  1,955  —  56,207 
Operating expenses
Technology and development 28,895  529  15,964  643  1,224  937  48,192 
Marketing 25,060  505  14,326  980  10  27  40,908 
General and administrative 19,618  523  26,302  6,929  1,053  15,537  69,962 
Restructuring and reorganization —  —  —  —  —  1,053  1,053 
Total operating expenses 73,573  1,557  56,592  8,552  2,287  17,554  160,115 
Loss from operations (57,771) (3,488) (23,487) (1,276) (332) (17,554) (103,908)
Interest income, interest expense, income tax expense, gain on extinguishment of convertible senior notes, and other expense, net —  814  45  (60) 115  42,196  43,110 
Net loss $ (57,771) $ (2,674) $ (23,442) $ (1,336) $ (217) $ 24,642  $ (60,798)

Three Months Ended March 31, 2023
Real estate services Properties Rentals Mortgage Other Corporate Overhead and Intercompany Eliminations Total
Net loss $ (57,771) $ (2,674) $ (23,442) $ (1,336) $ (217) $ 24,642  $ (60,798)
Interest income(1)
—  (814) (80) (2,490) (115) (2,387) (5,886)
Interest expense(2)
—  —  —  2,615  —  1,921  4,536 
Income tax expense —  —  43  68  —  299  410 
Depreciation and amortization 4,432  122  10,152  988  216  1,103  17,013 
Stock-based compensation(3)
9,593  248  3,616  1,258  561  3,752  19,028 
Restructuring and reorganization(4)
—  —  —  —  —  1,053  1,053 
Impairment(5)
—  —  —  —  —  113  113 
Gain on extinguishment of convertible senior notes —  —  —  —  —  (42,270) (42,270)
Adjusted EBITDA $ (43,746) $ (3,118) $ (9,711) $ 1,103  $ 445  $ (11,774) $ (66,801)
(1) Interest income includes $2.5 million of interest income related to originated mortgage loans for the three months ended March 31, 2023.
(2) Interest expense includes $2.6 million of interest expense related to our warehouse credit facilities for the three months ended March 31, 2023.
(3) Stock-based compensation consists of expenses related to stock options, restricted stock units, and our employee stock purchase program. See Note 12 to our consolidated financial statements for more information.
(4) Restructuring and reorganization expenses primarily consist of personnel-related costs associated with employee terminations, furloughs, or retention due to the restructuring and reorganization activities from our acquisitions of Bay Equity and Rent., and from our June 2022, October 2022, and March 2023 workforce reductions.
(5) Impairment consists of an impairment loss due to subleasing one of our operating leases.

8


Three Months Ended March 31, 2022
Real estate services Properties Rentals Mortgage Other Corporate Overhead and Intercompany Eliminations Total
Revenue $ 177,487  $ 379,753  $ 38,044  $ 2,917  $ 4,368  $ (5,223) $ 597,346 
Cost of revenue 153,784  358,866  7,193  5,517  4,671  (5,223) 524,808 
Gross profit 23,703  20,887  30,851  (2,600) (303) —  72,538 
Operating expenses
Technology and development 26,739  4,119  14,282  2,347  1,036  1,117  49,640 
Marketing 30,844  1,153  11,042  28  53  222  43,342 
General and administrative 22,992  2,825  24,192  1,524  712  6,721  58,966 
Restructuring and reorganization —  —  —  —  —  5,710  5,710 
Total operating expenses 80,575  8,097  49,516  3,899  1,801  13,770  157,658 
Income (loss) from operations (56,872) 12,790  (18,665) (6,499) (2,104) (13,770) (85,120)
Interest income, interest expense, income tax expense, and other expense, net —  (1,624) 469  (4,533) (5,686)
Net loss $ (56,872) $ 11,166  $ (18,196) $ (6,498) $ (2,103) $ (18,303) $ (90,806)

Three Months Ended March 31, 2022
Real estate services Properties Rentals Mortgage Other Corporate Overhead and Intercompany Eliminations Total
Net loss $ (56,872) $ 11,166  $ (18,196) $ (6,498) $ (2,103) $ (18,303) $ (90,806)
Interest income(1)
—  (25) —  (318) (1) (194) (538)
Interest expense(2)
—  1,649  —  277  —  2,212  4,138 
Income tax expense —  —  (203) —  —  337  134 
Depreciation and amortization 4,018  537  9,356  302  255  345  14,813 
Stock-based compensation(3)
10,140  1,537  2,240  601  369  1,901  16,788 
Acquisition-related costs(4)
—  —  —  —  —  917  917 
Restructuring and reorganization(5)
—  —  —  —  —  5,710  5,710 
Adjusted EBITDA $ (42,714) $ 14,864  $ (6,803) $ (5,636) $ (1,480) $ (7,075) $ (48,844)
(1) Interest income includes $0.3 million of interest income related to originated mortgage loans for the three months ended March 31, 2022.
(2) Interest expense includes $0.3 million of interest expense related to our warehouse credit facilities for the three months ended March 31, 2022.
(3) Stock-based compensation consists of expenses related to stock options, restricted stock units, and our employee stock purchase program. See Note 12 to our consolidated financial statements for more information.
(4) Acquisition-related costs consist of fees for external advisory, legal, and other professional services incurred in connection with our acquisition of other companies.
(5) Restructuring and reorganization expenses primarily consist of personnel-related costs associated with employee terminations, furloughs, or retention due to the restructuring and reorganization activities from our acquisitions of Bay Equity and Rent., and from our June and October 2022 workforce reductions.




9


Reconciliation of Adjusted EBITDA Guidance to Net Loss Guidance
(unaudited, in millions)

Q2 2023
Low High
Net loss (44) (35)
Depreciation and amortization 17  17 
Stock-based compensation 17  17 
Restructuring and reorganization
Gain on extinguishment of convertible senior notes (4) (4)
Adjusted EBITDA (9)


10