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) July 16, 2018

 
Redfin Corporation
 
 
(Exact name of registrant as specific in its charter)
 

 
Delaware
 
001-38160
 
74-3064240
 
 
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
 
 
 
 
1099 Stewart Street, Suite 600
Seattle, WA
 
 
 
98101
 
 
(Address of principal executive offices)
 
 
 
(Zip Code)
 

Registrant's telephone number, including area code (206) 576-8333

 
 
 
 
(Former name or former address, 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))

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 þ

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. þ





Item 2.02 Results of Operations and Financial Condition.

On July 16, 2018, Redfin Corporation filed a Registration Statement on Form S-1 in connection with its proposed public offerings of common stock and convertible senior notes. The prospectus for each offering contains estimated preliminary financial results and other key business metrics for the three months ended June 30, 2018, and with respect to certain other key business metrics, for the two months ended May 31, 2018. These estimated preliminary financial results and key business metrics are provided below.

The ranges presented below are based on the information available to us at this time. We have provided ranges, rather than specific amounts, because these results are preliminary. As such, our actual results may vary from the estimated preliminary results presented here and will not be finalized until after the filing of this report. We have not identified any unusual or unique events or trends that occurred during the period that we believe will materially affect these estimates.

This data has been prepared by, and is the responsibility of, Redfin's management. Our independent registered public accounting firm, Deloitte & Touche LLP, has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial results. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.
 
Three Months Ended June 30,
 
2017
 
2018
 
 
 
(estimated)
 
(unaudited, in thousands)
 
 
 
Low
 
High
Selected Financial Data
 
 
 
 
 
Real estate revenue
$
100,658

 
$
130,500

 
$
130,800

Other revenue(1)
4,277

 
11,600

 
11,700

Revenue(1)
104,935

 
142,100

 
142,500

Gross profit(2)
36,960

 
44,900

 
45,200

Operating expenses(2)
32,688

 
43,050

 
42,750

Net income(2)
4,304

 
2,600

 
3,200

____________________
(1)    Includes revenue from Redfin Now.
(2)    Includes depreciation and amortization, and stock-based compensation.

 
Three Months Ended June 30,
 
2017
 
2018
 
 
 
(estimated)
 
(unaudited, in thousands)
 
 
 
Low
 
High
Supplemental Financial Data
 
 
 
 
 
Revenue from Redfin Now
$
1,981

 
$
8,980

 
$
8,980

Depreciation and amortization
1,634

 
1,925

 
1,875

Stock-based compensation
2,638

 
5,000

 
4,800






 
Three Months Ended June 30,
 
2017
 
2018
 
 
 
(estimated)
 
(unaudited)
 
 
 
Low
 
High
Key Business Metrics
 
 
 
 
 
Monthly average visitors (in thousands)
24,400

 
28,777

 
28,777

Real estate transactions:
 
 
 
 
 
Brokerage
10,221

 
12,950

 
12,960

Partner
2,874

 
3,270

 
3,280

Total
13,095

 
16,220

 
16,240


In the three months ended June 30, 2018, we estimate that real estate revenue increased between $29.8 million and $30.1 million, or 30%, as compared to real estate revenue in the same period in 2017. In the three months ended June 30, 2018, we estimate that other revenue, which includes an estimated $9.0 million related to Redfin Now, increased between $7.3 million and $7.4 million, or 171% to 174%, as compared to other revenue in the same period in 2017.
 
Two Months
Ended May 31,
 
2017
 
2018
Key Business Metrics
 
 
 
Aggregate home value of real estate transactions (in millions)
$
3,661

 
$
4,939

U.S. market share by value
0.63%

 
0.82%


To calculate U.S. market share by value, we use market information as reported by The National Association of REALTORS®. As of July 16, 2018, that information has not been published for the month ended June 30, 2018. Accordingly, we are providing results through May 31, 2018, the latest data that is available to us as of July 16, 2018.

Special Note Regarding Forward-Looking Statements
The preliminary financial results and other key business metrics for the three months ended June 30, 2018 are forward-looking statements and may differ materially from actual results. These estimates should not be viewed as a substitute for our full interim or annual financial statements prepared in accordance with U.S. generally accepted accounting principles. Accordingly, you should not place undue reliance on this preliminary data. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described under Part I. Item 1A. “Risk Factors” and Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2017, and under Part I. Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Part II. Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.
Item 7.01 Regulation FD Disclosure.

On July 16, 2018, Redfin Corporation issued a press release announcing its proposed public offerings of common stock and convertible senior notes. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

 
Exhibit Number
 
Description
 
 
99.1
 
 











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: July 16, 2018
 
/s/ Chris Nielsen
 
 
 
 
Chris Nielsen
Chief Financial Officer