Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 26, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36853 | |
Entity Registrant Name | ZILLOW GROUP, INC. | |
Entity Incorporation, State or Country Code | WA | |
Entity Tax Identification Number | 47-1645716 | |
Entity Address, Address Line One | 1301 Second Avenue | |
Entity Address, Address Line Two | Floor 31 | |
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 | 470-7000 | |
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 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001617640 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | ZG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 61,373,807 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,217,447 | |
Class C Capital Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class C Capital Stock, par value $0.0001 per share | |
Trading Symbol | Z | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 187,212,368 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 2,195,366 | $ 1,703,130 |
Short-term investments | 1,020,083 | 2,218,108 |
Accounts receivable, net of allowance for doubtful accounts of $4,500 and $3,427 at September 30, 2021 and December 31, 2020, respectively | 161,080 | 69,940 |
Mortgage loans held for sale | 221,390 | 330,758 |
Inventory | 3,758,207 | 491,293 |
Prepaid expenses and other current assets | 143,756 | 75,846 |
Restricted cash | 331,019 | 75,805 |
Total current assets | 7,830,901 | 4,964,880 |
Contract cost assets | 41,225 | 50,719 |
Beneficial interest in securitization | 24,902 | 0 |
Property and equipment, net | 202,450 | 196,152 |
Right of use assets | 158,841 | 187,960 |
Goodwill | 2,374,801 | 1,984,907 |
Intangible assets, net | 195,038 | 94,767 |
Other assets | 9,481 | 7,175 |
Total assets | 10,837,639 | 7,486,560 |
Current liabilities: | ||
Accounts payable | 30,891 | 18,974 |
Accrued expenses and other current liabilities | 261,547 | 94,487 |
Accrued compensation and benefits | 59,858 | 47,666 |
Borrowings under credit facilities | 2,674,335 | 670,209 |
Deferred revenue | 54,200 | 48,995 |
Lease liabilities, current portion | 29,437 | 28,310 |
Total current liabilities | 3,110,268 | 908,641 |
Lease liabilities, net of current portion | 174,433 | 207,723 |
Long-term debt | 1,766,238 | 1,613,523 |
Other long-term liabilities | 15,714 | 14,857 |
Total liabilities | 5,066,653 | 2,744,744 |
Commitments and contingencies (Note 17) | ||
Shareholders’ equity: | ||
Preferred stock, $0.0001 par value; 30,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 7,176,633 | 5,880,883 |
Accumulated other comprehensive income | 151 | 164 |
Accumulated deficit | (1,405,824) | (1,139,255) |
Total shareholders’ equity | 5,770,986 | 4,741,816 |
Total liabilities and shareholders’ equity | 10,837,639 | 7,486,560 |
Class A Common Stock | ||
Shareholders’ equity: | ||
Common stock/capital stock | 6 | 6 |
Class B Common Stock | ||
Shareholders’ equity: | ||
Common stock/capital stock | 1 | 1 |
Class C Capital Stock | ||
Shareholders’ equity: | ||
Common stock/capital stock | $ 19 | $ 17 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 4,500 | $ 3,427 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 30,000,000 | 30,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,245,000,000 | 1,245,000,000 |
Common stock, issued (in shares) | 61,373,807 | 61,101,303 |
Common stock, outstanding (in shares) | 61,373,807 | 61,101,303 |
Class B Common Stock | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, issued (in shares) | 6,217,447 | 6,217,447 |
Common stock, outstanding (in shares) | 6,217,447 | 6,217,447 |
Class C Capital Stock | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, issued (in shares) | 187,190,702 | 173,207,170 |
Common stock, outstanding (in shares) | 187,190,702 | 173,207,170 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Revenue | $ 1,736,643 | $ 656,692 | $ 4,265,063 | $ 2,550,865 |
Cost of revenue (exclusive of amortization) | ||||
Cost of revenue | 1,496,060 | 243,773 | 2,978,965 | 1,523,654 |
Gross profit | 240,583 | 412,919 | 1,286,098 | 1,027,211 |
Operating expenses: | ||||
Sales and marketing | 294,354 | 155,894 | 721,743 | 525,005 |
Technology and development | 111,491 | 94,774 | 360,255 | 292,762 |
General and administrative | 113,130 | 85,804 | 328,686 | 263,384 |
Impairment costs | 0 | 0 | 0 | 76,800 |
Acquisition-related costs | 3,235 | 0 | 7,723 | 0 |
Total operating expenses | 522,210 | 336,472 | 1,418,407 | 1,157,951 |
Income (loss) from operations | (281,627) | 76,447 | (132,309) | (130,740) |
Gain (loss) on extinguishment of debt | (14,785) | 0 | (17,119) | 6,391 |
Other income | 1,964 | 3,018 | 5,990 | 22,726 |
Interest expense | (44,737) | (39,470) | (123,722) | (114,652) |
Income (loss) before income taxes | (339,185) | 39,995 | (267,160) | (216,275) |
Income tax benefit (expense) | 11,011 | (425) | 591 | 8,124 |
Net income (loss) | $ (328,174) | $ 39,570 | $ (266,569) | $ (208,151) |
Net income (loss) per share: | ||||
Basic (usd per share) | $ (1.29) | $ 0.17 | $ (1.07) | $ (0.95) |
Diluted (usd per share) | $ (1.29) | $ 0.16 | $ (1.07) | $ (0.95) |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 254,074 | 229,719 | 248,564 | 219,989 |
Diluted (in shares) | 254,074 | 242,632 | 248,564 | 219,989 |
Homes | ||||
Revenue: | ||||
Revenue | $ 1,186,158 | $ 187,105 | $ 2,667,455 | $ 1,411,230 |
Cost of revenue (exclusive of amortization) | ||||
Cost of revenue | 1,422,899 | 183,056 | 2,775,024 | 1,353,715 |
IMT | ||||
Revenue: | ||||
Revenue | 480,195 | 415,389 | 1,402,613 | 1,026,394 |
Cost of revenue (exclusive of amortization) | ||||
Cost of revenue | 51,371 | 49,992 | 141,852 | 145,399 |
Mortgages segment | ||||
Revenue: | ||||
Revenue | 70,290 | 54,198 | 194,995 | 113,241 |
Cost of revenue (exclusive of amortization) | ||||
Cost of revenue | $ 21,790 | $ 10,725 | $ 62,089 | $ 24,540 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (328,174) | $ 39,570 | $ (266,569) | $ (208,151) |
Other comprehensive income (loss): | ||||
Unrealized losses on investments | (88) | (1,122) | (5) | (326) |
Reclassification adjustment for net investment losses included in net loss | 0 | 0 | 0 | 372 |
Net unrealized gains (losses) on investments | (88) | (1,122) | (5) | 46 |
Currency translation adjustments | (66) | 58 | (8) | 75 |
Total other comprehensive income (loss) | (154) | (1,064) | (13) | 121 |
Comprehensive income (loss) | $ (328,328) | $ 38,506 | $ (266,582) | $ (208,030) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Class A Common Stock, Class B Common Stock and Class C Capital Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning Balance at Dec. 31, 2019 | $ 3,435,421 | $ 21 | $ 4,412,200 | $ (977,140) | $ 340 |
Beginning Balance (in shares) at Dec. 31, 2019 | 209,066,855 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common and capital stock upon exercise of stock options | 371,228 | $ 2 | 371,226 | ||
Issuance of common and capital stock upon exercise of stock options (in shares) | 11,779,104 | ||||
Vesting of restricted stock units (in shares) | 2,191,719 | ||||
Restricted stock units withheld for tax liability | (2) | (2) | |||
Restricted stock units withheld for tax liability (in shares) | (32) | ||||
Share-based compensation expense | 158,125 | 158,125 | |||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs | 411,523 | $ 1 | 411,522 | ||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs (in shares) | 8,800,000 | ||||
Equity component of issuances of Notes, net of issuance costs | 154,813 | 154,813 | |||
Settlement of convertible senior notes | (19,723) | (19,723) | |||
Settlement of convertible senior notes (in shares) | 839,042 | ||||
Unwind of capped call transactions (in shares) | (317,865) | ||||
Net income (loss) | (208,151) | (208,151) | |||
Other comprehensive loss | 121 | 121 | |||
Ending Balance at Sep. 30, 2020 | 4,303,355 | $ 24 | 5,488,161 | (1,185,291) | 461 |
Ending Balance (in shares) at Sep. 30, 2020 | 232,358,823 | ||||
Beginning Balance at Jun. 30, 2020 | 4,023,058 | $ 23 | 5,246,371 | (1,224,861) | 1,525 |
Beginning Balance (in shares) at Jun. 30, 2020 | 226,041,936 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common and capital stock upon exercise of stock options | 186,243 | $ 1 | 186,242 | ||
Issuance of common and capital stock upon exercise of stock options (in shares) | 5,454,246 | ||||
Vesting of restricted stock units (in shares) | 777,561 | ||||
Restricted stock units withheld for tax liability (in shares) | (26) | ||||
Share-based compensation expense | 53,489 | 53,489 | |||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs | 2,061 | 2,061 | |||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs (in shares) | 85,106 | ||||
Net income (loss) | 39,570 | 39,570 | |||
Other comprehensive loss | (1,064) | (1,064) | |||
Ending Balance at Sep. 30, 2020 | 4,303,355 | $ 24 | 5,488,161 | (1,185,291) | 461 |
Ending Balance (in shares) at Sep. 30, 2020 | 232,358,823 | ||||
Beginning Balance at Dec. 31, 2020 | 4,741,816 | $ 24 | 5,880,883 | (1,139,255) | 164 |
Beginning Balance (in shares) at Dec. 31, 2020 | 240,525,920 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common and capital stock upon exercise of stock options | $ 97,550 | 97,550 | |||
Issuance of common and capital stock upon exercise of stock options (in shares) | 2,524,170 | 2,524,170 | |||
Vesting of restricted stock units (in shares) | 2,304,124 | ||||
Restricted stock units withheld for tax liability | $ (128) | (128) | |||
Restricted stock units withheld for tax liability (in shares) | (660) | ||||
Share-based compensation expense | 250,479 | 250,479 | |||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs | 544,558 | $ 1 | 544,557 | ||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs (in shares) | 3,163,502 | ||||
Settlement of convertible senior notes | 403,293 | 403,292 | |||
Settlement of convertible senior notes (in shares) | 6,264,925 | ||||
Unwind of capped call transactions (in shares) | (25) | ||||
Net income (loss) | (266,569) | (266,569) | |||
Other comprehensive loss | (13) | (13) | |||
Ending Balance at Sep. 30, 2021 | 5,770,986 | $ 26 | 7,176,633 | (1,405,824) | 151 |
Ending Balance (in shares) at Sep. 30, 2021 | 254,781,956 | ||||
Beginning Balance at Jun. 30, 2021 | 5,644,115 | $ 25 | 6,721,435 | (1,077,650) | 305 |
Beginning Balance (in shares) at Jun. 30, 2021 | 248,862,931 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common and capital stock upon exercise of stock options | 21,865 | 21,865 | |||
Issuance of common and capital stock upon exercise of stock options (in shares) | 532,710 | ||||
Vesting of restricted stock units (in shares) | 711,560 | ||||
Restricted stock units withheld for tax liability | (2) | (2) | |||
Restricted stock units withheld for tax liability (in shares) | (19) | ||||
Share-based compensation expense | 89,746 | 89,746 | |||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs | $ 1 | ||||
Settlement of convertible senior notes | 343,590 | 343,589 | |||
Settlement of convertible senior notes (in shares) | 4,674,774 | ||||
Net income (loss) | (328,174) | (328,174) | |||
Other comprehensive loss | (154) | (154) | |||
Ending Balance at Sep. 30, 2021 | $ 5,770,986 | $ 26 | $ 7,176,633 | $ (1,405,824) | $ 151 |
Ending Balance (in shares) at Sep. 30, 2021 | 254,781,956 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net loss | $ (266,569,000) | $ (208,151,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 88,128,000 | 81,977,000 |
Share-based compensation | 231,473,000 | 145,105,000 |
Amortization of right of use assets | 17,610,000 | 18,364,000 |
Amortization of contract cost assets | 31,874,000 | 26,554,000 |
Amortization of debt discount and debt issuance costs | 72,215,000 | 75,414,000 |
Gain (loss) on extinguishment of debt | 17,119,000 | (6,391,000) |
Impairment costs | 0 | 76,800,000 |
Inventory valuation adjustment | 304,359,000 | 0 |
Deferred income taxes | (3,200,000) | (8,124,000) |
Other adjustments to reconcile net loss to cash provided by (used in) operating activities | 12,813,000 | 948,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (88,618,000) | (14,483,000) |
Mortgage loans held for sale | 109,368,000 | (88,817,000) |
Inventory | (3,570,079,000) | 643,265,000 |
Prepaid expenses and other assets | (70,254,000) | (16,385,000) |
Contract cost assets | (22,380,000) | (31,833,000) |
Lease liabilities | (20,675,000) | 4,773,000 |
Accounts payable | 17,891,000 | 12,239,000 |
Accrued expenses and other current liabilities | 162,984,000 | 14,499,000 |
Accrued compensation and benefits | 10,977,000 | (2,331,000) |
Deferred revenue | 3,505,000 | 9,406,000 |
Other long-term liabilities | 138,000 | 17,329,000 |
Net cash provided by (used in) operating activities | (2,961,321,000) | 750,158,000 |
Investing activities | ||
Proceeds from maturities of investments | 1,696,077,000 | 1,160,271,000 |
Proceeds from sales of investments | 0 | 116,394,000 |
Purchases of investments | (509,022,000) | (1,881,002,000) |
Purchases of property and equipment | (45,441,000) | (72,420,000) |
Purchases of intangible assets | (24,309,000) | (17,226,000) |
Proceeds from sale of equity investment | 0 | 10,000,000 |
Cash paid for acquisition, net | (496,741,000) | 0 |
Net cash provided by (used in) investing activities | 620,564,000 | (683,983,000) |
Financing activities | ||
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 553,282,000 |
Proceeds from issuance of Class C capital stock, net of issuance costs | 544,557,000 | 411,522,000 |
Proceeds from issuance of term loan, net of issuance costs | 443,399,000 | 0 |
Proceeds from borrowings on credit facilities | 2,639,468,000 | 97,437,000 |
Repayments of borrowings on credit facilities | (534,625,000) | (674,658,000) |
Net borrowings (repayments) on warehouse line of credit and repurchase agreements | (100,717,000) | 87,667,000 |
Proceeds from exercise of stock options | 97,550,000 | 371,226,000 |
Value of equity awards withheld for tax liability | (128,000) | (2,000) |
Net cash provided by financing activities | 3,088,207,000 | 651,804,000 |
Net increase in cash, cash equivalents and restricted cash during period | 747,450,000 | 717,979,000 |
Cash, cash equivalents and restricted cash at beginning of period | 1,778,935,000 | 1,230,909,000 |
Cash, cash equivalents and restricted cash at end of period | 2,526,385,000 | 1,948,888,000 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 58,190,000 | 36,787,000 |
Noncash transactions: | ||
Write-off of fully amortized intangible assets | 55,099,000 | 0 |
Write-off of fully depreciated property and equipment | 37,606,000 | 13,100,000 |
Beneficial interest in securitization | 24,558,000 | 0 |
Capitalized share-based compensation | 19,006,000 | 13,020,000 |
Derecognition of operating right of use assets and lease liabilities | 11,919,000 | 0 |
Property and equipment purchased on account | 2,272,000 | 1,645,000 |
Cash paid | $ (1,297,000) | $ (194,670,000) |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business Zillow Group, Inc. is reimagining real estate to make it easier to unlock life’s next chapter. As the most visited real estate website in the United States, Zillow and its affiliates offer customers an on-demand experience for selling, buying, renting or financing with transparency and nearly seamless end-to-end service. Zillow Offers buys and sells homes directly in dozens of markets across the country, allowing sellers control over their timeline. Zillow Home Loans, our affiliate lender, provides our customers with an easy option to get pre-approved and secure financing for their next home purchase. In September 2020, Zillow launched Zillow Homes, Inc., a licensed brokerage entity, to streamline Zillow Offers transactions. Other consumer brands include Trulia, StreetEasy, HotPads and Out East. In addition, Zillow Group provides a comprehensive suite of marketing software and technology solutions which include Mortech, dotloop, Bridge Interactive, New Home Feed and ShowingTime. Zillow, Inc. was incorporated as a Washington corporation in December 2004, and we launched the initial version of our website, Zillow.com, in February 2006. Zillow Group, Inc. was incorporated as a Washington corporation in July 2014 in connection with our acquisition of Trulia, Inc. (“Trulia”), and upon the closing of the Trulia acquisition in February 2015, each of Zillow, Inc. and Trulia became wholly owned subsidiaries of Zillow Group, Inc. Certain Significant Risks and Uncertainties We operate in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, we believe that changes in any of the following areas could have a significant negative effect on us in terms of our future financial position, results of operations or cash flows: disruptions in operations (including in our ability to complete the purchase of homes currently under contract and renovate, market and close on the sale of homes in inventory), and relationships with customers, suppliers, vendors, broker partners, contractors, employees, lenders and consumers given our decision to wind down Zillow Offers operations; unanticipated developments that may prevent, delay or increase the costs associated with our wind down activities; our access to and the availability of financing on terms acceptable to us to finance the purchase of homes through Zillow Offers during the wind down of Zillow Offers; public health crises, like the COVID-19 pandemic (including variants) and the availability and widespread distribution and use of effective vaccines; rates of revenue growth; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments; our ability to manage advertising inventory or pricing; engagement and usage of our products; our investment of resources to pursue strategies that may not prove effective; competition in our markets; the stability of the residential real estate market and the impact of interest rate changes; changes in technology, products, markets or services by us or our competitors; addition or loss of significant customers; our ability to maintain or establish relationships with listings and data providers; our ability to obtain or maintain licenses and permits to support our current and future businesses; actual or anticipated changes to our products and services; changes in government regulation affecting our business; outcomes of legal proceedings; natural disasters and catastrophic events; scaling and adaptation of existing technology and network infrastructure; management of our growth; our ability to attract and retain qualified employees and key personnel; protection of customers’ information and other privacy concerns; protection of our brand and intellectual property; and intellectual property infringement and other claims, among other things. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements include Zillow Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in Zillow Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 12, 2021. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements of Zillow Group, Inc. as of that date. The unaudited condensed 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, 2021 and our results of operations, comprehensive income (loss) and shareholders’ equity for the three and nine month periods ended September 30, 2021 and 2020, and our cash flows for the nine month periods ended September 30, 2021 and 2020. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any interim period or for any other future year. Reclassifications Certain reclassifications have been made in the condensed consolidated statements of operations to conform data for prior periods to the current format. Beginning with the three and six month periods ended June 30, 2021, we presented a gross profit subtotal in our condensed consolidated statements of operations, which requires certain depreciation expense and amortization expense to be included within cost of revenue. We believe the presentation of gross profit is preferable as it facilitates investors’ ability to model across our segments and enhances comparability with our public company peers. To effect the presentation of gross profit, we present the amortization expense for certain intangible assets and data acquisition costs within cost of revenue and have reclassified certain amounts in prior periods in the condensed consolidated statements of operations from technology and development expenses to cost of revenue. Additionally, we reclassified the amortization expense for trade names and trademarks and customer relationship intangible assets from technology and development expenses to sales and marketing expenses. This change has no impact on income (loss) from operations or net income (loss). Amounts previously reported in the condensed consolidated statements of operations for the periods presented were revised herein as shown below (in thousands): Three Months Ended Nine Months Ended As Reported As Revised Effect of Change As Reported As Revised Effect of Change Cost of revenue: Homes $ 179,804 $ 183,056 $ 3,252 $ 1,343,791 $ 1,353,715 $ 9,924 IMT 28,448 49,992 21,544 76,153 145,399 69,246 Mortgages 7,972 10,725 2,753 19,023 24,540 5,517 Total cost of revenue 216,224 243,773 27,549 1,438,967 1,523,654 84,687 Operating expenses: Sales and marketing 150,826 155,894 5,068 511,072 525,005 13,933 Technology and development 127,300 94,774 (32,526) 391,075 292,762 (98,313) General and administrative 85,895 85,804 (91) 263,691 263,384 (307) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. On an ongoing basis, we evaluate our estimates, including those related to the accounting for certain revenue offerings, the net realizable value of inventory, amortization period and recoverability of contract cost assets, website and software development costs, recoverability of long-lived assets and intangible assets, share-based compensation, income taxes, business combinations and the recoverability of goodwill, among others. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The COVID-19 pandemic has introduced additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact the estimates previously listed, among others. Recently Issued Accounting Standards Not Yet Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective or modified retrospective basis. We expect to adopt this guidance on January 1, 2022 using the modified retrospective approach. Although we continue to evaluate the impact of this guidance on our financial position and results of operations, upon adoption we expect this guidance to result in a reclassification of conversion feature balances from additional paid-in capital to debt and to decrease reported interest expense for our convertible senior notes. In March 2020, the FASB issued guidance which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. This guidance is effective from March 12, 2020 through December 31, 2022. Entities may elect to adopt the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. We expect to apply some of the expedients and exceptions provided in this guidance to our credit facilities, securitization variable funding line, warehouse line of credit and master repurchase agreements which reference the one-month LIBOR in the applicable interest rate, as publication of the one-month LIBOR is expected to cease after June 30, 2023. We expect to amend our facility agreements prior to that date. As the goal of the reference rate reform transition is for it to be economically neutral to entities, we do not believe the adoption of this guidance will have a material impact on our financial position, results of operations or cash flows. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We apply the following methods and assumptions in estimating our fair value measurements: Cash equivalents — The fair value measurement of money market funds is based on quoted market prices in active markets (Level 1). The fair value measurement of other cash equivalents is based on observable market-based inputs principally derived from or corroborated by observable market data (Level 2). Short-term investments — The fair value measurement of our short-term investments is based on observable market-based inputs or inputs that are derived principally from or corroborated by observable market data by correlation or other means (Level 2). Restricted cash — The carrying value of restricted cash approximates fair value due to the short period of time amounts are borrowed on our credit facilities, home sales proceeds are held in restricted accounts associated with our credit facilities and securitization, and amounts are held in escrow (Level 1). Mortgage loans held for sale — The fair value of mortgage loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics (Level 2). Forward contracts — The fair value of mandatory loan sales commitments and derivative instruments such as forward sales of mortgage-backed securities that are utilized as economic hedging instruments is calculated by reference to quoted prices for similar assets (Level 2). Interest rate lock commitments — The fair value of interest rate lock commitments (“IRLCs”) is calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Expired commitments are excluded from the fair value measurement. Since not all IRLCs will become closed loans, we adjust our fair value measurements for the estimated amount of IRLCs that will not close. This adjustment is effected through the pull-through rate, which represents the probability that an interest rate lock commitment will ultimately result in a closed loan (Level 3). The following table presents the range and weighted-average pull-through rates used in determining the fair value of IRLCs as of the dates presented: September 30, 2021 December 31, 2020 Range 38% - 100% 47% - 100% Weighted-average 86% 75% Beneficial interest in securitization — Zillow Group sponsored a securitization transaction for Zillow Offers in August 2021. As the sponsor of the transaction, Zillow Group is required to retain at least a 5% interest in the credit risk of the asset-backed securities issued. This interest is presented as a beneficial interest in securitization in our condensed consolidated balance sheet as of September 30, 2021. This investment is classified as an available-for-sale debt security and is measured at fair value on a recurring basis with unrealized gains and losses reported within our condensed consolidated statements of other comprehensive loss. The fair value of the beneficial interest in securitization is calculated using a discounted cash flow methodology. We rely on significant unobservable valuation inputs, as the investment does not trade in active markets with readily observable prices and there is limited observable market data for reference. The primary unobservable inputs include the assumption of no prepayments and a discount rate of approximately 8% applied to the projected cash flows. An increase in the discount rate, in isolation, would result in a decrease in the fair value measurement (Level 3). The beneficial interest in securitization accretes interest income over the expected life using the effective yield method which reflects a portion of the overall fair value adjustment recorded each period on the investment. We reevaluate the cash flow estimates over the life of the beneficial interest on a quarterly basis to determine if a change to the accretable yield is required on a prospective basis. The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in thousands): September 30, 2021 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 1,811,382 $ 1,811,382 $ — $ — Short-term investments: U.S. government agency securities 933,247 — 933,247 — Treasury bills 44,996 — 44,996 — Corporate bonds 25,978 — 25,978 Commercial paper 9,987 — 9,987 Municipal securities 5,875 — 5,875 — Beneficial interest in securitization 24,902 — — 24,902 Mortgage origination-related: Mortgage loans held for sale 221,390 — 221,390 — IRLCs 6,888 — — 6,888 Forward contracts - other current assets 2,692 — 2,692 — Forward contracts - other current liabilities (109) — (109) — Total $ 3,087,228 $ 1,811,382 $ 1,244,056 $ 31,790 December 31, 2020 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 1,486,384 $ 1,486,384 $ — $ — Municipal securities 3,228 — 3,228 — Short-term investments: Treasury bills 1,163,813 — 1,163,813 — U.S. government agency securities 1,037,577 — 1,037,577 — Municipal securities 16,220 — 16,220 — Certificates of deposit 498 — 498 — Mortgage origination-related: Mortgage loans held for sale 330,758 — 330,758 — IRLCs 12,342 — — 12,342 Forward contracts - other current liabilities (2,608) — (2,608) — Total $ 4,048,212 $ 1,486,384 $ 2,549,486 $ 12,342 The changes in our beneficial interest in securitization were not material for the three and nine month periods ended September 30, 2021. The following table presents the changes in our IRLCs for the periods presented (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (1) Balance, beginning of the period $ 6,413 $ 5,091 $ 12,342 $ 937 Issuances 23,006 19,232 57,427 34,739 Transfers (23,426) (18,725) (63,865) (31,867) Fair value changes recognized in earnings 895 3,822 984 5,611 Balance, end of period $ 6,888 $ 9,420 $ 6,888 $ 9,420 (1) Beginning balance represents transfers of IRLCs from Level 2 to Level 3 within the fair value hierarchy as of January 1, 2020. At September 30, 2021, the notional amounts of the hedging instruments related to our mortgage loans held for sale were $453.4 million and $637.4 million for our IRLCs and forward contracts, respectively. At December 31, 2020, the notional amounts of the hedging instruments related to our mortgage loans held for sale were $378.1 million and $652.1 million for our IRLCs and forward contracts, respectively. We do not have the right to offset our derivative positions. See Note 12 for the carrying amount and estimated fair value of our convertible senior notes and term loan. |
Cash and Cash Equivalents, Inve
Cash and Cash Equivalents, Investments and Restricted Cash | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents, Investments and Restricted Cash | Cash and Cash Equivalents, Investments and Restricted Cash The following tables present the amortized cost, gross unrealized gains and losses and estimated fair market value of our cash and cash equivalents, investments and restricted cash as of the dates presented (in thousands): September 30, 2021 Amortized Gross Gross Estimated Cash $ 383,984 $ — $ — $ 383,984 Cash equivalents: Money market funds 1,811,382 — — 1,811,382 Short-term investments: U. S. government agency securities 933,253 49 (55) 933,247 Treasury bills 44,988 8 — 44,996 Corporate bonds 25,988 — (10) 25,978 Commercial paper 9,987 — — 9,987 Municipal securities 5,878 — (3) 5,875 Restricted cash 331,019 — — 331,019 Beneficial interest in securitization 24,833 69 — 24,902 Total $ 3,571,312 $ 126 $ (68) $ 3,571,370 December 31, 2020 Amortized Gross Gross Estimated Cash $ 213,518 $ — $ — $ 213,518 Cash equivalents: Money market funds 1,486,384 — — 1,486,384 Municipal securities 3,229 — (1) 3,228 Short-term investments: Treasury bills 1,163,748 65 — 1,163,813 U.S. government agency securities 1,037,572 57 (52) 1,037,577 Municipal securities 16,226 — (6) 16,220 Certificates of deposit 498 — — 498 Restricted cash 75,805 — — 75,805 Total $ 3,996,980 $ 122 $ (59) $ 3,997,043 The following table presents available-for-sale investments by contractual maturity date as of September 30, 2021 (in thousands): Amortized Cost Estimated Fair Due in one year or less $ 587,120 $ 587,164 Due after one year 457,807 457,821 Total $ 1,044,927 $ 1,044,985 All short-term investments as of December 31, 2020 had a contractual maturity date of one year or less. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The following table presents the components of inventory, net of applicable lower of cost or net realizable value adjustments, as of the dates presented (in thousands): September 30, 2021 December 31, 2020 Finished goods $ 2,039,284 $ 339,372 Work-in-process 1,718,923 151,921 Inventory $ 3,758,207 $ 491,293 During the three months ended September 30, 2021, we identified that a large portion of homes in our inventory as of September 30, 2021 had a cost exceeding net realizable value as a result of purchasing homes at higher prices than the Company’s current estimates of future selling prices after selling costs. As a result, we recorded a write-down of $304.4 million to inventory with a corresponding increase to cost of revenue in our condensed consolidated statements of operations for the three and nine month periods ended September 30, 2021. Prior to the three months ended September 30, 2021, we did not record any material write-downs to inventory. |
Contract Balances
Contract Balances | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract Balances | Contract Balances Contract assets were $67.1 million and $20.8 million as of September 30, 2021 and December 31, 2020, respectively. Contract assets represent amounts for which we have recognized revenue for contracts that have not yet been invoiced to our customers. Contract assets are primarily related to our Premier Agent Flex and rentals pay per lease offerings, whereby we estimate variable consideration based on the expected number of real estate transactions to be closed for Premier Agent Flex and qualified leases to be secured for rentals pay per lease and recognize revenue when we satisfy our performance obligations under the corresponding contracts. Contract assets are recorded within prepaid expenses and other current assets in our condensed consolidated balance sheets. For the three months ended September 30, 2021 and 2020, we recognized revenue of $50.8 million and $43.2 million, respectively, that was included in the deferred revenue balance at the beginning of the respective period. For the nine months ended September 30, 2021 and 2020, we recognized revenue of $48.2 million and $37.0 million, respectively, that was included in the deferred revenue balance at the beginning of the respective period. As of September 30, 2021 and December 31, 2020, we had $41.2 million and $50.7 million, respectively, of contract cost assets. For the three and nine months ended September 30, 2021 and 2020, we did not incur any material impairment losses to our contract cost assets. We recorded amortization expense related to contract cost assets of $11.7 million and $9.5 million for the three months ended September 30, 2021 and 2020, respectively, and $31.9 million and $26.6 million for the nine months ended September 30, 2021 and 2020, respectively. |
Contract Cost Assets
Contract Cost Assets | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract Cost Assets | Contract Balances Contract assets were $67.1 million and $20.8 million as of September 30, 2021 and December 31, 2020, respectively. Contract assets represent amounts for which we have recognized revenue for contracts that have not yet been invoiced to our customers. Contract assets are primarily related to our Premier Agent Flex and rentals pay per lease offerings, whereby we estimate variable consideration based on the expected number of real estate transactions to be closed for Premier Agent Flex and qualified leases to be secured for rentals pay per lease and recognize revenue when we satisfy our performance obligations under the corresponding contracts. Contract assets are recorded within prepaid expenses and other current assets in our condensed consolidated balance sheets. For the three months ended September 30, 2021 and 2020, we recognized revenue of $50.8 million and $43.2 million, respectively, that was included in the deferred revenue balance at the beginning of the respective period. For the nine months ended September 30, 2021 and 2020, we recognized revenue of $48.2 million and $37.0 million, respectively, that was included in the deferred revenue balance at the beginning of the respective period. As of September 30, 2021 and December 31, 2020, we had $41.2 million and $50.7 million, respectively, of contract cost assets. For the three and nine months ended September 30, 2021 and 2020, we did not incur any material impairment losses to our contract cost assets. We recorded amortization expense related to contract cost assets of $11.7 million and $9.5 million for the three months ended September 30, 2021 and 2020, respectively, and $31.9 million and $26.6 million for the nine months ended September 30, 2021 and 2020, respectively. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The following table presents the detail of property and equipment as of the dates presented (in thousands): September 30, 2021 December 31, 2020 Website development costs $ 150,457 $ 95,466 Leasehold improvements 103,142 110,280 Office equipment, furniture and fixtures 31,482 39,607 Computer equipment 19,445 20,433 Construction-in-progress 13,273 44,151 Property and equipment 317,799 309,937 Less: accumulated amortization and depreciation (115,349) (113,785) Property and equipment, net $ 202,450 $ 196,152 We recorded depreciation expense related to property and equipment (other than website development costs) of $8.6 million and $7.3 million for the three months ended September 30, 2021 and 2020, respectively, and $23.6 million and $26.2 million for the nine months ended September 30, 2021 and 2020, respectively. We capitalized $27.5 million and $15.0 million in website development costs for the three months ended September 30, 2021 and 2020, respectively, and $54.0 million and $42.9 million for the nine months ended September 30, 2021 and 2020, respectively. Amortization expense for website development costs included in cost of revenue was $8.3 million and $6.2 million for the three months ended September 30, 2021 and 2020, respectively, and $24.7 million and $17.6 million for the nine months ended September 30, 2021 and 2020, respectively. |
Acquisition and Equity Investme
Acquisition and Equity Investment | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Acquisition and Equity Investment | Acquisition and Equity Investment Acquisition of ShowingTime.com, Inc. On September 30, 2021, Zillow Group acquired ShowingTime.com, Inc. (“ShowingTime”) in exchange for approximately $511.7 million in cash, subject to certain adjustments. Our acquisition of ShowingTime has been accounted for as a business combination, and assets acquired and liabilities assumed were recorded at their preliminary estimated fair values as of September 30, 2021. Goodwill, which represents the expected synergies from combining the acquired assets and the operations of the acquirer, as well as intangible assets that do not qualify for separate recognition, is measured as of the acquisition date as the excess of consideration transferred, which is also measured at fair value, and the net of the fair values of the assets acquired and the liabilities assumed as of the acquisition date. The goodwill recognized in conjunction with this business combination has been included in our Internet, Media & Technology (“IMT”) segment. The total preliminary purchase price has been allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the acquisition date. The total preliminary purchase price was allocated as follows (in thousands): Cash and cash equivalents $ 14,973 Identifiable intangible assets 111,100 Goodwill 389,894 Other acquired assets 6,119 Deferred tax liability (3,920) Other assumed liabilities (6,452) Total preliminary estimated purchase price $ 511,714 The preliminary estimated fair value of identifiable intangible assets acquired and associated useful lives consisted of the following (in thousands): Preliminary Estimated Fair Value Estimated Weighted-Average Useful Life (in years) Customer relationships $ 54,500 8 Developed technology 47,600 4 Trade names and trademarks 9,000 10 Total $ 111,100 We used an income approach to measure the fair value of the customer relationships based on the excess earnings method, whereby the fair value is estimated based upon the present value of cash flows that the applicable asset is expected to generate. We used an income approach to measure the fair value of the developed technology and the trade names and trademarks based on the relief-from-royalty method. These fair value measurements were based on Level 3 inputs under the fair value hierarchy. Our estimates and assumptions related to the purchase price allocation are preliminary and subject to change during the measurement period (up to one year from the acquisition date) as we finalize the amount of assets and liabilities recorded in connection with the acquisition. Acquisition-related costs incurred, which primarily included legal, accounting and other external costs directly related to the acquisition, are included within Acquisition-related costs within our condensed consolidated statements of operations and were expensed as incurred. On an unaudited pro forma basis, consolidated revenue would have been approximately 1% higher for the three and nine months ended September 30, 2021 and approximately 2% higher for the three and nine months ended September 30, 2020 if the acquisition would have been consummated as of January 1, 2020. Unaudited pro forma earnings information has not been presented as the effects were not material to our consolidated financial statements. Equity Investment In October 2016, we purchased a 10% equity interest in a privately held variable interest entity within the real estate industry for $10.0 million. In March 2020, we recognized a non-cash impairment charge of $5.3 million related to this investment. The impairment charge is included in impairment costs within our IMT segment for the nine months ended September 30, 2020. In June 2020, we sold our 10% equity interest for $10.0 million in cash. We recorded a gain on the sale of the investment of $5.3 million for the nine months ended September 30, 2020, which is classified within other income in our condensed consolidated statements of operations. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill We have three operating and reportable segments, which have been identified based on the way in which our chief operating decision-maker manages our business, makes operating decisions and evaluates operating performance. The following table presents goodwill by reportable segment as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 IMT $ 2,176,310 $ 1,786,416 Mortgages 198,491 198,491 Total $ 2,374,801 $ 1,984,907 There is no goodwill attributable to the Homes segment. The goodwill recorded in connection with the acquisition of ShowingTime, which includes intangible assets that do not qualify for separate recognition, is not deductible for tax purposes and is included within the IMT segment. |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net The following tables present the detail of intangible assets as of the dates presented (in thousands): September 30, 2021 Cost Accumulated Net Customer relationships $ 138,500 $ (79,035) $ 59,465 Developed technology 133,664 (79,981) 53,683 Software 57,803 (15,458) 42,345 Trade names and trademarks 45,500 (7,672) 37,828 Intangibles-in-progress 1,319 — 1,319 Purchased content 2,557 (2,159) 398 Total $ 379,343 $ (184,305) $ 195,038 December 31, 2020 Cost Accumulated Net Trade names and trademarks $ 36,500 $ (3,822) $ 32,678 Software 28,515 (11,483) 17,032 Developed technology 86,064 (70,270) 15,794 Customer relationships 87,600 (73,301) 14,299 Intangibles-in-progress 11,863 — 11,863 Purchased content 47,930 (44,829) 3,101 Total $ 298,472 $ (203,705) $ 94,767 Amortization expense recorded for intangible assets for the three months ended September 30, 2021 and 2020 was $13.2 million and $12.8 million, respectively, and $39.5 million and $37.7 million for the nine months ended September 30, 2021 and 2020, respectively. Amortization expense for trade names and trademarks and customer relationships intangible assets is included in sales and marketing expenses. Amortization expense for all other intangible assets is included in cost of revenue. We did not record any impairment costs related to our intangible assets for the nine months ended September 30, 2021. For the nine months ended September 30, 2020, we recognized a non-cash impairment charge of $71.5 million related to our Trulia trade names and trademarks intangible asset, which historically had not been subject to amortization. The impairment charge is included in impairment costs within our IMT and Mortgages segments. In March 2020, we identified factors directly related to the COVID-19 pandemic that led us to conclude it was more likely than not that the $108.0 million carrying value of the asset exceeded its fair value. Accordingly, with the assistance of a third-party valuation specialist, we performed a quantitative analysis to determine the fair value of the intangible asset and concluded that our best estimate of its fair value was $36.5 million. The remaining carrying value of the intangible asset is amortized on an accelerated basis commensurate with the projected cash flows expected to be generated by the intangible asset over a useful life of 10 years. For additional details regarding this impairment, see Note 11 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in thousands): September 30, 2021 December 31, 2020 Homes segment Credit facilities: Goldman Sachs Bank USA $ 752,731 $ 145,825 Citibank, N.A. 955,000 87,103 Credit Suisse AG, Cayman Islands 725,763 128,238 Securitization: 2021-1 variable funding line 32,515 — 2021-1 term loan 468,613 — Total Homes segment debt 2,934,622 361,166 Mortgages segment Repurchase agreements: Credit Suisse AG, Cayman Islands 128,177 149,913 Citibank, N.A. 28,475 90,227 Warehouse line of credit: Comerica Bank 51,674 68,903 Total Mortgages segment debt 208,326 309,043 Convertible senior notes 1.375% convertible senior notes due 2026 363,096 347,566 2.75% convertible senior notes due 2025 436,074 414,888 0.75% convertible senior notes due 2024 498,455 524,273 1.50% convertible senior notes due 2023 — 326,796 Total convertible senior notes 1,297,625 1,613,523 Total debt $ 4,440,573 $ 2,283,732 Homes Segment Variable Interest Entities In the first half of 2021, certain wholly owned subsidiaries of Zillow Group amended and restated the Homes segment credit agreements in order to facilitate a titling trust structure. In March 2021, Zillow Group, through Zillow Offers, began buying and selling homes through a titling trust. The titling trust facilitates the allocation of beneficial ownership of properties to special purpose entities (each, an “SPE”), which SPEs are then party to agreements to finance the properties. Zillow Group initially formed these SPEs to purchase and sell residential properties through Zillow Offers, and subsequent to the creation of the titling trust, these SPEs hold beneficial interests in homes purchased by the titling trust, which the SPEs subsequently finance. Each SPE is a wholly owned subsidiary of Zillow Group and a separate legal entity, and neither the assets nor credit of any such SPE are available to satisfy the debts and other obligations of any affiliate or other entity outside of these SPEs. The financings executed by the SPEs are secured by the assets and equity of one or more SPEs. These SPEs and titling trust are variable interest entities and Zillow Group is the primary beneficiary as it has the power to control the activities that most significantly impact the SPEs’ and titling trust’s economic performance and the obligation to absorb losses of the SPEs and titling trust or the right to receive benefits that could potentially be significant to the SPEs and titling trust. The SPEs and titling trust are consolidated within Zillow Group’s condensed consolidated financial statements. As of September 30, 2021 and December 31, 2020, the total assets of the SPEs and titling trust were $4.1 billion and $551.2 million, respectively, of which $3.8 billion and $491.3 million are inventory, respectively, $232.0 million and $53.0 million are restricted cash, respectively, and $74.7 million and $3.9 million are accounts receivable, respectively. As of September 30, 2021 and December 31, 2020, the total liabilities of the SPEs and titling trust were $3.0 billion and $372.5 million, respectively, of which $2.9 billion and $361.2 million are credit facility and securitization-related borrowings, respectively, and $56.9 million and $10.8 million are accrued expenses, respectively. Credit Facilities To provide capital for Zillow Offers, we utilize revolving credit facilities that are classified as current liabilities in our condensed consolidated balance sheets. We classify these credit facilities as current liabilities as amounts drawn to purchase homes are typically due as homes are sold, which we expect to be within one year, if not replaced by new real estate inventory of equal or greater value. The following table summarizes certain details related to our credit facilities (in thousands, except interest rates): Lender Final Maturity Date Maximum Borrowing Capacity Weighted-Average Interest Rate Goldman Sachs Bank USA April 21, 2023 $ 1,250,000 2.90 % Citibank, N.A. June 9, 2023 1,000,000 2.83 % Credit Suisse AG, Cayman Islands December 31, 2022 1,500,000 2.86 % Total $ 3,750,000 On July 29, 2021, certain wholly owned subsidiaries of Zillow Group amended the credit agreement with Goldman Sachs Bank USA to increase the total maximum borrowing capacity to $750.0 million. The Goldman Sachs credit facility previously provided a total maximum borrowing capacity of $500.0 million. On September 27, 2021, certain wholly owned subsidiaries of Zillow Group amended the credit agreement with Goldman Sachs Bank USA to temporarily increase the total maximum borrowing capacity to $1.25 billion through December 27, 2021. On August 24, 2021, certain wholly owned subsidiaries of Zillow Group amended the credit agreement with Citibank, N.A. to increase the total maximum borrowing capacity to $1.0 billion. The Citibank credit facility previously provided a total maximum borrowing capacity of $500.0 million. On September 17, 2021, certain wholly owned subsidiaries of Zillow Group amended the credit agreement with Credit Suisse AG, Cayman Islands to increase the total maximum borrowing capacity to $1.5 billion. The Credit Suisse credit facility previously provided a total maximum borrowing capacity of $500.0 million. Undrawn amounts available under the credit facilities included in the table above are not committed, meaning the applicable lender is not committed to, but may in its discretion, advance loan funds in excess of the outstanding borrowings. The final maturity dates are inclusive of extensions which are subject to agreement by the respective lender. Outstanding amounts drawn under each credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default. Further, each SPE is required to repay any resulting shortfall if the value of the eligible properties beneficially owned by such SPE falls below a certain percentage of the principal amount outstanding under the applicable credit facility. Continued inclusion of properties in each credit facility is subject to various eligibility criteria. For example, aging criteria limit the inclusion in the borrowing base of properties owned longer than a specified number of days, and properties owned for longer than one year are generally ineligible. The stated interest rate on our credit facilities is one-month LIBOR plus an applicable margin, and in certain cases includes a LIBOR floor, as defined in the respective credit agreements. Our credit facilities include customary representations and warranties, provisions regarding events of default and covenants. The terms of these credit facilities and related financing documents require Zillow Group and certain of its subsidiaries, as applicable, to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth and leverage ratios. As of September 30, 2021, Zillow Group was in compliance with all financial covenants and no event of default had occurred. Except for certain limited circumstances, the credit facilities are non-recourse to Zillow Group. Our credit facilities require that we establish, maintain and in certain circumstances that Zillow Group fund specified reserve accounts. These reserve accounts include, but are not limited to, interest reserves, insurance reserves, tax reserves, renovation cost reserves and reserves for specially permitted liens. Securitization Transaction On August 11, 2021, we closed the 2021-1 securitization transaction for Zillow Offers. To effect the transaction, an SPE of the Company (the “Borrower”) entered into a non-revolving term loan with a third-party lender. The term loan consists of a single componentized promissory note evidencing a monthly-pay loan with an initial principal balance of $480.0 million having two fixed rate components and a single principal-only component. The term loan is secured by a beneficial interest in a revolving pool of single-family homes that are owned by our titling trust. The term loan was immediately sold by the third-party lender to a subsidiary of the Company (the “Depositor”) and then sold to a Real Estate Mortgage Investment Conduit (“REMIC”) trust in exchange for revolving notes which are secured by the term loan. The principal amount of each class of notes corresponds to the corresponding principal amount of the term loan components with an additional class that holds the residual REMIC interest. Upon receipt of the notes, the Depositor sold $450.0 million of principal of the notes to third-party investors for gross proceeds of $450.0 million. Total debt issuance costs associated with the term loan were $6.6 million. Zillow Group retained $30.0 million in principal amount of non-interest-bearing notes as the sponsor of the transaction. Proceeds received by the Depositor from the sale of the notes were used as consideration to purchase the term loan from the third-party lender. The retained notes are presented as a beneficial interest in securitization in our condensed consolidated balance sheet as of September 30, 2021. The Depositor entity is a variable interest entity for which Zillow Group is the primary beneficiary, as it has the power to control the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses of the Depositor or the right to receive benefits that could potentially be significant to the Depositor. We have evaluated our interest in the REMIC trust, including our interest in the retained notes, and have concluded that we do not have a variable interest in the REMIC trust and therefore do not consolidate the entity. In conjunction with the securitization, we entered into a variable funding line with Credit Suisse AG, Cayman Islands for an uncommitted maximum borrowing capacity of $65.0 million which bears interest at one-month LIBOR plus an applicable margin. As of September 30, 2021, we borrowed $32.5 million on the variable funding line with a weighted average interest rate of 2.83%. The variable funding line is classified as a current liability in our condensed consolidated balance sheet. The term loan and variable funding line (together the “Borrower Loans”) are required to be repaid on the maturity date of February 9, 2024, or earlier if accelerated due to an event of default. The term loan has a scheduled reinvestment period of 24 months during which additional homes may be financed as existing homes are sold and is classified as long-term debt in our condensed consolidated balance sheet. Voluntary prepayments of the term loan within the first year are subject to a prepayment fee. The Borrower is required to repay any resulting shortfall if the value of the eligible properties held in the collateral pool falls below a certain percentage of the principal amount outstanding under the Borrower Loans. Continued inclusion of properties in the collateral pool is subject to various eligibility criteria. For example, aging criteria limit the inclusion in the borrowing base of properties owned longer than a specified number of days, and properties owned for longer than one year are generally ineligible. In addition, continued ability to operate the Borrower Loans requires a certain minimum amount of proceeds to be generated monthly from resale of properties in the collateral pool. The Borrower Loans include customary representations and warranties, provisions regarding events of default and covenants. The Borrower Loans require Zillow Group and certain of its subsidiaries, as applicable, to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth and leverage ratios. As of September 30, 2021, Zillow Group was in compliance with all financial covenants and no event of default had occurred. Except for certain limited circumstances, the Borrower Loans are non-recourse to Zillow Group. The two fixed rate components of the term loan have stated interest rates of 2.3425% and 3.3524%, respectively, and principal amounts of $370.5 million and $79.5 million, respectively, as of September 30, 2021 and the first interest payment date was September 9, 2021. The principal-only component has a principal amount of $30.0 million as of September 30, 2021. The following tables summarize certain additional details related to our term loan as of the dates presented or for the periods ended (in thousands, except interest rates): September 30, 2021 Securitization Weighted Average Effective Interest Rate (1) Unamortized Debt Discount and Debt Issuance Costs Fair Value (2) 2021-1 term loan 3.41 % $ 11,387 $ 475,076 (1) The weighted average effective interest rate is calculated using the outstanding principal amounts and effective interest rates for the two fixed rate components and the single principal-only component of the term loan. Debt discount and debt issuance costs have been allocated to the term loan components and will be amortized over the stated term of the term loan using the effective interest method with the amortization classified as a component of interest expense. (2) The estimated fair value of the term loan was calculated using a discounted cash flow methodology. The fair value is classified as Level 3 due to reliance on significant unobservable valuation inputs. Three and Nine Months Ended Securitization Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense 2021-1 term loan $ 1,607 $ 297 $ 360 $ 2,264 Mortgages Segment To provide capital for Zillow Home Loans, we utilize master repurchase agreements and a warehouse line of credit which are classified as current liabilities in our condensed consolidated balance sheets. The repurchase agreements and warehouse line of credit provide short-term financing between the issuance of a mortgage loan and when Zillow Home Loans sells the loan to an investor or directly to an agency. The following table summarizes certain details related to our repurchase agreements and warehouse line of credit (in thousands, except interest rates): Lender Maturity Date Maximum Borrowing Capacity Weighted-Average Interest Rate Credit Suisse AG, Cayman Islands March 18, 2022 $ 300,000 2.50 % Citibank, N.A. June 10, 2022 100,000 1.83 % Comerica Bank June 25, 2022 60,000 2.53 % Total $ 460,000 In accordance with the master repurchase agreements, Credit Suisse and Citibank, N.A. (together the “Lenders”) have agreed to pay Zillow Home Loans a negotiated purchase price for eligible loans, and Zillow Home Loans has simultaneously agreed to repurchase such loans from the Lenders under a specified timeframe at an agreed upon price that includes interest. The master repurchase agreements contain margin call provisions that provide the Lenders with certain rights in the event of a decline in the market value of the assets purchased under the master repurchase agreements. As of September 30, 2021 and December 31, 2020, $166.3 million and $240.1 million, respectively, in mortgage loans held for sale were pledged as collateral under the master repurchase agreements. Borrowings on the repurchase agreements and warehouse line of credit bear interest at one-month LIBOR plus an applicable margin, and in certain cases include a LIBOR floor, as defined in the governing agreements, and are secured by residential mortgage loans held for sale. The repurchase agreements and warehouse line of credit include customary representations and warranties, covenants and provisions regarding events of default. As of September 30, 2021, Zillow Home Loans was in compliance with all financial covenants and no event of default had occurred. The repurchase agreements and warehouse line of credit are recourse to Zillow Home Loans, and have no recourse to Zillow Group or any of its other subsidiaries. For additional details related to our warehouse line of credit and repurchase agreements, see Note 14 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Convertible Senior Notes The following tables summarize certain details related to our outstanding convertible senior notes as of the dates presented or for the periods ended (in thousands, except interest rates): September 30, 2021 December 31, 2020 Maturity Date Aggregate Principal Amount Stated Interest Rate Effective Interest Rate First Interest Payment Date Semi-Annual Interest Payment Dates Unamortized Debt Discount and Debt Issuance Costs Fair Value Unamortized Debt Discount and Debt Issuance Costs Fair Value September 1, 2026 $ 498,800 1.375 % 8.10 % March 1, 2020 March 1; September 1 $ 135,704 $ 1,029,633 $ 152,434 $ 1,508,675 May 15, 2025 565,000 2.75 % 10.32 % November 15, 2020 May 15; November 15 128,926 882,683 150,112 1,168,855 September 1, 2024 608,382 0.75 % 7.68 % March 1, 2020 March 1; September 1 109,927 1,281,830 148,727 2,023,280 July 1, 2023 — 1.50 % 6.99 % January 1, 2019 January 1; July 1 — — 46,954 633,039 Total $ 1,672,182 $ 374,557 $ 3,194,146 $ 498,227 $ 5,333,849 Three Months Ended Three Months Ended Maturity Date Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense September 1, 2026 $ 1,715 $ 5,432 $ 133 $ 7,280 $ 1,719 $ 5,022 $ 123 $ 6,864 May 15, 2025 3,884 6,877 367 11,128 3,884 6,205 331 10,420 September 1, 2024 1,141 8,053 276 9,470 1,262 8,251 283 9,796 July 1, 2023 20 — — 20 1,402 3,814 373 5,589 December 1, 2021 — — — — 1,326 2,960 306 4,592 December 15, 2020 — — — — 59 — — 59 Total $ 6,760 $ 20,362 $ 776 $ 27,898 $ 9,652 $ 26,252 $ 1,416 $ 37,320 Nine Months Ended Nine Months Ended Maturity Date Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense September 1, 2026 $ 5,147 $ 15,981 $ 392 $ 21,520 $ 5,157 $ 14,768 $ 361 $ 20,286 May 15, 2025 11,652 20,112 1,074 32,838 5,891 9,353 499 15,743 September 1, 2024 3,522 24,380 835 28,737 3,772 24,207 828 28,807 July 1, 2023 2,819 7,958 778 11,555 4,206 11,260 1,100 16,566 December 1, 2021 — — — — 5,429 11,816 1,222 18,467 December 15, 2020 — — — — 191 — — 191 Total $ 23,140 $ 68,431 $ 3,079 $ 94,650 $ 24,646 $ 71,404 $ 4,010 $ 100,060 The convertible notes are senior unsecured obligations. The convertible senior notes maturing in 2026 (“2026 Notes”), 2025 (“2025 Notes”), 2024 (“2024 Notes”) and 2023 (“2023 Notes”) are classified as long-term debt in our condensed consolidated balance sheets based on their contractual maturity dates. Interest on the convertible notes is paid semi-annually in arrears. The estimated fair value of the convertible senior notes was determined through consideration of quoted market prices. The fair value is classified as Level 3 due to the limited trading activity for each of the convertible senior notes. The 2026 Notes, 2025 Notes and 2024 Notes are convertible into cash, shares of Class C capital stock or a combination thereof, at our election, and may be settled as described below. They will mature on their respective maturity date, unless earlier repurchased, redeemed or converted in accordance with their terms. The following table summarizes the conversion and redemption options with respect to the 2026 Notes, 2025 Notes and 2024 Notes (together, the “Notes”): Maturity Date Early Conversion Date Conversion Rate Conversion Price Optional Redemption Date September 1, 2026 March 1, 2026 22.9830 $ 43.51 September 5, 2023 May 15, 2025 November 15, 2024 14.8810 67.20 May 22, 2023 September 1, 2024 March 1, 2024 22.9830 43.51 September 5, 2022 The following table summarizes certain details related to the capped call confirmations with respect to certain of the convertible senior notes: Maturity Date Initial Cap Price Cap Price Premium September 1, 2026 $ 80.5750 150 % September 1, 2024 72.5175 125 % July 1, 2023 105.45 85 % December 1, 2021 69.19 85 % On May 26, 2021, we submitted notice to the trustee to exercise our right to redeem the remaining $372.8 million in aggregate principal amount of the 2023 Notes on July 6, 2021 (the “Redemption Date”). Holders of the 2023 Notes had the option to convert their 2023 Notes in whole or in part into shares of Class C capital stock prior to the Redemption Date at a conversion rate of 12.7592 shares of Class C capital stock per $1,000 principal amount of the 2023 Notes, equal to a conversion price of $78.37 per share. During the three months ended September 30, 2021 , h olders of the 2023 Notes elected to convert $366.4 million of aggregate principal amount prior to the Redemption Date. We satisfied these conversions through the issuance of approximately 4.7 million shares of Class C capital stock and an immaterial amount of cash in lieu of fractional shares in July 2021. The remaining $1.3 million of aggregate principal amount was redeemed on July 6, 2021 for $1.3 million in cash, plus accrued and unpaid interest. Settlement of the 2023 Notes was accounted for as a debt extinguishment. The 2023 Notes would have otherwise matured on July 1, 2023. Each outstanding series of the Notes was convertible during the three months ended September 30, 2021, at the option of the holders. During the nine months ended September 30, 2021, holders of the 2024 Notes and 2026 Notes elected to convert $64.6 million and $1.2 million aggregate principal amount of the 2024 Notes and 2026 Notes, respectively. During the nine months ended September 30, 2020, we used a portion of the net proceeds from the issuance of the 2025 Notes to repurchase $194.7 million aggregate principal of the convertible senior notes due 2021 (the “2021 Notes”) in privately negotiated transactions. The following tables summarizes the activity for our convertible senior notes for the periods presented (in thousands, except for share amounts): Three Months Ended 2023 Notes Aggregate principal amount settled $ 367,678 Cash paid $ 1,297 Shares of Class C capital stock issued 4,674,774 Total fair value of consideration transferred (1) $ 562,173 Loss on extinguishment of debt: Consideration allocated to the liability component (2) $ 343,593 Carrying value of the liability component, net of unamortized debt discount and debt issuance costs 328,808 Loss on extinguishment of debt $ 14,785 Consideration allocated to the equity component $ 218,580 Nine Months Ended Nine Months Ended 2023 Notes 2024 Notes 2026 Notes Total 2021 Notes Aggregate principal amount settled $ 373,750 $ 64,618 $ 1,200 $ 439,568 $ 194,670 Cash paid 1,297 — — 1,297 194,670 Shares of Class C capital stock issued 4,752,232 1,485,114 27,579 6,264,925 753,936 Total fair value of consideration transferred (1) $ 571,897 $ 200,478 $ 4,204 $ 776,579 $ 230,859 (Gain) loss on extinguishment of debt: Consideration allocated to the liability component (2) $ 349,241 $ 53,115 $ 883 $ 403,239 $ 172,886 Carrying value of the liability component, net of unamortized debt discount and debt issuance costs 334,245 51,032 843 386,120 179,277 (Gain) loss on extinguishment of debt $ 14,996 $ 2,083 $ 40 $ 17,119 $ (6,391) Consideration allocated to the equity component $ 222,656 $ 147,363 $ 3,321 $ 373,340 $ 57,973 (1) For convertible senior notes converted by note holders, the total fair value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the conversion date and an immaterial amount of cash paid in lieu of fractional shares. For convertible senior notes redeemed, the total fair value of consideration transferred comprises cash transferred to note holders to settle the related notes. For convertible senior notes repurchased in the nine months ended September 30, 2020, the total value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the date of transfer as well as cash transferred to note holders to settle the related notes. (2) Consideration allocated to the liability component is based on the fair value of the liability component immediately prior to settlement, which was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature. For more than 20 trading days during the 30 consecutive trading days ended September 30, 2021, the last reported sale price of our Class C capital stock exceeded 130% of the conversion price of each series of the Notes. Accordingly, each series of the Notes is convertible at the option of the holders from October 1 through December 31, 2021, unless earlier repurchased or redeemed. The 2026 Notes and 2024 Notes were first convertible during the three months ended September 30, 2020, and the 2025 Notes were first convertible during the three months ended March 31, 2021. For additional details related to our convertible senior notes, see Note 14 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesWe are subject to federal and state income taxes in the U.S. and federal and provincial income taxes in Canada. As of September 30, 2021 and December 31, 2020, we have provided a valuation allowance against our net deferred tax assets that we believe, based on the weight of available evidence, are not more likely than not to be realized. We have accumulated federal tax losses of approximately $1.7 billion as of December 31, 2020, which are available to reduce future taxable income. We have accumulated state tax losses of approximately $53.2 million (tax effected) as of December 31, 2020.We recorded an income tax benefit of $11.0 million for the three months ended September 30, 2021 and an income tax benefit of $0.6 million for the nine months ended September 30, 2021, primarily related to state income taxes and a decrease in the valuation allowance associated with our September 2021 acquisition of ShowingTime. We recorded income tax expense of $0.4 million for the three months ended September 30, 2020 and an income tax benefit of $8.1 million for the nine months ended September 30, 2020. The income tax benefit for the nine months ended September 30, 2020 was primarily a result of a $9.7 million income tax benefit related to the $71.5 million non-cash impairment we recorded during the three months ended March 31, 2020 related to the Trulia trade names and trademarks intangible asset. For additional information about the non-cash impairment, see Note 11 of our condensed consolidated financial statements. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Preferred Stock Our board of directors has the authority to fix and determine and to amend the number of shares of any series of preferred stock that is wholly unissued or to be established and to fix and determine and to amend the designation, preferences, voting powers and limitations and the relative, participating, optional or other rights, of any series of shares of preferred stock that is wholly unissued or to be established, subject in each case to certain approval rights of holders of our outstanding Class B common stock. There was no preferred stock issued and outstanding as of September 30, 2021 or December 31, 2020. Common and Capital Stock Our Class A common stock has no preferences or privileges and is not redeemable. Holders of Class A common stock are entitled to one vote for each share. Our Class B common stock has no preferences or privileges and is not redeemable. At any time after the date of issuance, each share of Class B common stock, at the option of the holder, may be converted into one share of Class A common stock, or automatically converted into Class A common stock upon the affirmative vote by or written consent of holders of a majority of the shares of the Class B common stock. Holders of Class B common stock are entitled to 10 votes for each share. Our Class C capital stock has no preferences or privileges, is not redeemable and, except in limited circumstances, is non-voting. Equity Distribution Agreement On February 17, 2021, we entered into an equity distribution agreement with certain sales agents and/or principals (the “Managers”), pursuant to which we may offer and sell from time to time, through the Managers, shares of our Class C capital stock, having an aggregate gross sales price of up to $1.0 billion, in such share amounts as we may specify by notice to the Managers, in accordance with the terms and conditions set forth in the equity distribution agreement. There were no shares issued under the equity distribution agreement during the three months ended September 30, 2021. The following table summarizes the activity pursuant to the equity distribution agreement for the period presented (in thousands, except share and per share amounts): Nine Months Ended Shares of Class C capital stock issued 3,163,502 Weighted-average issuance price per share $ 174.0511 Gross proceeds (1) $ 550,611 (1) Net proceeds were $544.6 million after deducting $6.1 million of commissions and other offering expenses incurred. |
Share-Based Awards
Share-Based Awards | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Awards | Share-Based Awards Option Awards The following table summarizes option award activity for the nine months ended September 30, 2021: Number Weighted- Weighted- Aggregate Outstanding at January 1, 2021 20,051,051 $ 42.68 7.22 $ 1,751,105 Granted 8,821,381 131.98 Exercised (2,524,170) 38.65 Forfeited or cancelled (910,178) 74.84 Outstanding at September 30, 2021 25,438,084 72.89 7.55 774,667 Vested and exercisable at September 30, 2021 11,590,546 48.58 6.17 505,804 The fair value of options granted is estimated at the date of grant using the Black-Scholes-Merton option-pricing model, assuming no dividends and with the following assumptions for the periods presented: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Expected volatility 55% 52% 52%-56% 45%-52% Expected dividend yield — — — — Risk-free interest rate 0.76% 0.22% 0.57%-0.90% 0.22%-0.93% Weighted-average expected life 4.75 years 4.50 years 4.50-5.75 years 4.50-5.50 years Weighted-average fair value of options granted $45.40 $37.09 $58.96 $21.35 As of September 30, 2021, there was a total of $541.5 million in unrecognized compensation cost related to unvested stock options. Restricted Stock Units The following table summarizes activity for restricted stock units for the nine months ended September 30, 2021: Restricted Weighted- Unvested outstanding at January 1, 2021 7,316,557 $ 48.14 Granted 1,558,892 124.70 Vested (2,304,124) 49.54 Forfeited (699,512) 58.88 Unvested outstanding at September 30, 2021 5,871,813 66.64 As of September 30, 2021, there was a total of $364.4 million in unrecognized compensation cost related to unvested restricted stock units. Share-Based Compensation Expense The following table presents the effects of share-based compensation expense in our condensed consolidated statements of operations during the periods presented (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Cost of revenue $ 2,573 $ 1,855 $ 8,233 $ 4,621 Sales and marketing 12,733 8,631 35,970 24,740 Technology and development 28,077 19,555 89,119 59,664 General and administrative 36,022 18,918 98,151 56,080 Total $ 79,405 $ 48,959 $ 231,473 $ 145,105 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares (including Class A common stock, Class B common stock and Class C capital stock) outstanding during the period. In the calculation of basic net income (loss) per share, undistributed earnings are allocated assuming all earnings during the period were distributed. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares (including Class A common stock, Class B common stock and Class C capital stock) outstanding during the period and potentially dilutive Class A common stock and Class C capital stock equivalents, except in cases where the effect of the Class A common stock or Class C capital stock equivalent would be antidilutive. Potential Class A common stock and Class C capital stock equivalents consist of Class A common stock and Class C capital stock issuable upon exercise of stock options and Class A common stock and Class C capital stock underlying unvested restricted stock units using the treasury stock method. Potential Class A common stock equivalents also include Class A common stock issuable upon conversion of the convertible notes due in 2020 using the if-converted method through the date of their last conversion in December 2020. Prior to the second half of 2020, we intended to settle the principal amount of our outstanding convertible senior notes in cash and therefore used the treasury stock method to calculate any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. Effective July 1, 2020, we can no longer assume cash settlement of the principal amount of these outstanding convertible notes, therefore share settlement is now presumed. On a prospective basis we have applied the if-converted method for calculating any potential dilutive effect of the conversion of the outstanding convertible notes on diluted net income per share, if applicable. The following table presents the maximum number of shares and conversion price per share of Class C capital stock for each of the Notes based on the aggregate principal amount outstanding as of September 30, 2021 (in thousands, except per share amounts): Maturity Date Shares Conversion Price per Share September 1, 2026 11,464 $ 43.51 May 15, 2025 8,408 67.20 September 1, 2024 13,983 43.51 For the periods presented, the following table reconciles the denominators used in the basic and diluted net income (loss) per share calculations (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Denominator for basic calculation 254,074 229,719 248,564 219,989 Effect of dilutive securities: Option awards — 8,933 — — Unvested restricted stock units — 3,980 — — Denominator for dilutive calculation 254,074 242,632 248,564 219,989 For the periods presented, the following Class A common stock and Class C capital stock equivalents were excluded from the calculations of diluted net income (loss) per share because their effect would have been antidilutive (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Weighted-average Class A common stock and Class C capital stock option awards outstanding 17,339 518 18,218 27,333 Weighted-average Class C capital stock restricted stock units outstanding 6,151 62 6,735 8,367 Class A common stock issuable upon conversion of the convertible notes maturing in 2020 — 314 — 374 Class C capital stock issuable upon conversion of the 2021 Notes, 2023 Notes, 2024 Notes, 2025 Notes and 2026 Notes 33,927 45,203 38,026 17,580 Total Class A common stock and Class C capital stock equivalents 57,417 46,097 62,979 53,654 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Interest Rate Lock Commitments We have entered into IRLCs with prospective borrowers under our mortgage origination business whereby we commit to lend a certain loan amount under specific terms and at a specific interest rate to the borrower. These commitments are treated as derivatives and are carried at fair value. For additional information regarding our IRLCs, see Note 3 of our notes to condensed consolidated financial statements. Lease Commitments We have entered into various non-cancelable operating lease agreements for certain of our office space and equipment with original lease periods expiring between 2021 and 2030. For additional information regarding our lease agreements, see Note 13 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Purchase Commitments Purchase commitments primarily include various non-cancelable agreements to purchase content related to our mobile applications and websites and certain cloud computing services. Purchase commitments also include homes we are under contract to purchase through Zillow Offers but that have not closed as of the respective date, though we can cancel these contracts without significant penalty. As of September 30, 2021, the value of the homes under contract that have not closed was $3.3 billion. Non-refundable escrow amounts on homes under contract totaled $7.7 million as of September 30, 2021. Letters of Credit As of September 30, 2021, we have outstanding letters of credit of approximately $16.9 million, which secure our lease obligations in connection with certain of our office space operating leases. Surety Bonds In the course of business, we are required to provide financial commitments in the form of surety bonds to third parties as a guarantee of our performance on and our compliance with certain obligations. If we were to fail to perform or comply with these obligations, any draws upon surety bonds issued on our behalf would then trigger our payment obligation to the surety bond issuer. We have outstanding surety bonds issued for our benefit of approximately $10.9 million and $10.1 million, respectively, as of September 30, 2021 and December 31, 2020. Legal Proceedings We are involved in a number of legal proceedings concerning matters arising in connection with the conduct of our business activities, some of which are at preliminary stages and some of which seek an indeterminate amount of damages. We regularly evaluate the status of legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have been incurred to determine if accruals are appropriate. We further evaluate each legal proceeding to assess whether an estimate of possible loss or range of loss can be made if accruals are not appropriate. For certain cases described below, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in preliminary stages; (ii) specific damages have not been sought; (iii) damages sought are, in our view, unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories presented. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material effect on our financial position, results of operations or cash flow. For the matters discussed below, we have not recorded any material accruals as of September 30, 2021 or December 31, 2020. In August and September 2017, two purported class action lawsuits were filed against us and certain of our executive officers, alleging, among other things, violations of federal securities laws on behalf of a class of those who purchased our common stock between February 12, 2016 and August 8, 2017. One of those purported class actions, captioned Vargosko v. Zillow Group, Inc. et al , was brought in the U.S. District Court for the Central District of California. The other purported class action lawsuit, captioned Shotwell v. Zillow Group, Inc. et al , was brought in the U.S. District Court for the Western District of Washington. The complaints allege, among other things, that during the period between February 12, 2016 and August 8, 2017, we issued materially false and misleading statements regarding our business practices. The complaints seek to recover, among other things, alleged damages sustained by the purported class members as a result of the alleged misconduct. In November 2017, an amended complaint was filed against us and certain of our executive officers in the Shotwell v. Zillow Group purported class action lawsuit, extending the beginning of the class period to November 17, 2014. In January 2018, the Vargosko v. Zillow Group purported class action lawsuit was transferred to the U.S. District Court for the Western District of Washington and consolidated with the Shotwell v. Zillow Group purported class action lawsuit. In February 2018, the plaintiffs filed a consolidated amended complaint, and in April 2018, we filed our motion to dismiss the consolidated amended complaint. In October 2018, our motion to dismiss was granted without prejudice, and in November 2018, the plaintiffs filed a second consolidated amended complaint, which we moved to dismiss in December 2018. On April 19, 2019, our motion to dismiss the second consolidated amended complaint was denied, and we filed our answer to the second amended complaint on May 3, 2019. On October 11, 2019, plaintiffs filed a motion for class certification which was granted by the court on October 28, 2020. On February 17, 2021, the Ninth Circuit Court of Appeals denied our petition for review of that decision. We have denied the allegations of wrongdoing and intend to vigorously defend the claims in this lawsuit. We do not believe that there is a reasonable possibility that a material loss will be incurred related to this lawsuit. In October and November 2017 and January and February 2018, four shareholder derivative lawsuits were filed in the U.S. District Court for the Western District of Washington and the Superior Court of the State of Washington, King County, against certain of our executive officers and directors seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices. The plaintiffs in the derivative suits (in which the Company is a nominal defendant) allege, among other things, that the defendants breached their fiduciary duties in connection with oversight of the Company’s public statements and legal compliance, and as a result of the breach of such fiduciary duties, the Company was damaged, and defendants were unjustly enriched. Certain of the plaintiffs also allege, among other things, violations of Section 14(a) of the Securities Exchange Act of 1934 and waste of corporate assets. On February 5, 2018, the U.S. District Court for the Western District of Washington consolidated the two federal shareholder derivative lawsuits pending in that court. On February 16, 2018, the Superior Court of the State of Washington, King County, consolidated the two shareholder derivative lawsuits pending in that court. All four of the shareholder derivative lawsuits were stayed until our motion to dismiss the second consolidated amended complaint in the securities class action lawsuit discussed above was denied in April 2019. On July 8, 2019, the plaintiffs in the consolidated federal derivative lawsuit filed a consolidated shareholder derivative complaint, which we moved to dismiss on August 22, 2019. On February 28, 2020, our motion to dismiss the consolidated federal shareholder derivative complaint was denied. On May 18, 2020, we filed an answer in the consolidated federal derivative lawsuit. On August 24, 2020, we filed an answer in the consolidated state derivative matter. On February 16, 2021, the court in the consolidated state derivative matter stayed the action. On March 5, 2021, a new shareholder derivative lawsuit was filed in the U.S. District Court for the Western District of Washington against certain of our executive officers and directors seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices, alleging, among other things, violations of federal securities laws. The U.S. District Court for the Western District of Washington formally consolidated the new lawsuit with the other consolidated federal shareholder derivative lawsuit pending in that court on June 15, 2021. The defendants intend to deny the allegations of wrongdoing and vigorously defend the claims in this consolidated lawsuit. We do not believe that there is a reasonable possibility that a material loss will be incurred related to these derivative matters. On September 17, 2019, International Business Machines Corporation (“IBM”) filed a complaint against us in the U.S. District Court for the Central District of California, alleging, among other things, that the Company has infringed and continues to willfully infringe seven patents held by IBM and seeks unspecified damages, including a request that the amount of compensatory damages be trebled, injunctive relief and costs and reasonable attorneys’ fees. On November 8, 2019, we filed a motion to transfer venue and/or to dismiss the complaint. On December 2, 2019, IBM filed an amended complaint, and on December 16, 2019, we filed a renewed motion to transfer venue and/or to dismiss the complaint. The Company’s motion to transfer venue to the U.S. District Court for the Western District of Washington was granted on May 28, 2020. We filed our answer with counterclaims in response to the amended complaint on June 11, 2020. On July 2, 2020, IBM filed a motion to dismiss our counterclaims. In response to IBM’s motion, on July 22, 2020, we filed an amended answer with counterclaims. On August 12, 2020, IBM filed its answer to our counterclaims. On September 18, 2020, we filed four inter partes review (“IPR”) petitions before the U.S. Patent and Trial Appeal Board (“PTAB”) seeking the Board’s review of the patentability with respect to three of the patents asserted by IBM in the lawsuit. On March 15, 2021, the PTAB instituted inter partes review proceedings with respect to two of the three patents for which we filed petitions. On March 22, 2021, the PTAB denied institution with respect to the last of the three patents. On January 22, 2021, the court partially stayed the action with respect to all patents for which we filed an IPR and set forth a motion schedule. On March 8, 2021, IBM filed its second amended complaint. On March 25, 2021, we filed an amended motion for judgment on the pleadings. On July 15, 2021, the court rendered an order in connection with the motion for judgment on the pleadings finding in our favor on two of the four patents on which we filed our motion. On July 28, 2021, we filed our answer, affirmative defenses and counterclaims to IBM’s second amended complaint. On August 31, 2021, the court granted judgment with respect to the two patents for which it previously denied judgment on the pleadings, and vacated the stay with respect to one of the three patents for which Zillow filed an IPR, which was denied by the PTAB. On September 23, 2021, IBM filed a notice of appeal with the United States Court of Appeals for the Federal Circuit with respect to the August 31, 2021 judgment entered. We deny the allegations of any wrongdoing and intend to vigorously defend the claims in the lawsuit. There is a reasonable possibility that a loss may be incurred related to these IBM complaints; however, the possible loss or range of loss is not estimable. On July 21, 2020, IBM filed a second action against us in the U.S. District Court for the Western District of Washington, alleging, among other things, that the Company has infringed and continues to willfully infringe five patents held by IBM and seeks unspecified damages. On September 14, 2020, we filed a motion to dismiss the complaint filed in the action, to which IBM responded by the filing of an amended complaint on November 5, 2020. On December 18, 2020, we filed a motion to dismiss IBM’s first amended complaint. On December 23, 2020, the Court issued a written order staying this case in full. On July 23, 2021, we filed an IPR with the United States Patent and Trademark Office with respect to one patent included in the second lawsuit. On October 6, 2021, the stay of this action was lifted, except for proceeds relating to the one patent for which we filed an IPR. We deny the allegations of any wrongdoing and intend to vigorously defend the claims in the lawsuit. There is a reasonable possibility that a loss may be incurred related to these IBM complaints; however, the possible loss or range of loss is not estimable. In addition to the matters discussed above, from time to time, we are involved in litigation and claims that arise in the ordinary course of business. Although we cannot be certain of the outcome of any such litigation or claims, nor the amount of damages and exposure that we could incur, we currently believe that the final disposition of such matters will not have a material effect on our business, financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Indemnifications In the ordinary course of business, we enter into contractual arrangements under which we agree to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements and out of intellectual property infringement claims made by third parties. In addition, we have agreements that indemnify certain issuers of surety bonds against losses that they may incur as a result of executing surety bonds on our behalf. For our indemnification arrangements, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, our obligations under these agreements may be limited in terms of time and/or amount, and in some instances, we may have recourse against third parties for certain payments. In addition, we have indemnification agreements with certain of our directors and executive officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations may vary. |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanWe have a defined contribution 401(k) retirement plan covering Zillow Group employees who have met certain eligibility requirements (the “Zillow Group 401(k) Plan”). Eligible employees may contribute pretax compensation up to a maximum amount allowable under the Internal Revenue Service limitations. Employee contributions and earnings thereon vest immediately. We currently match up to 4% of employee contributions under the Zillow Group 401(k) Plan. The total expense related to the Zillow Group 401(k) Plan was $8.3 million and $6.1 million, respectively, for the three months ended September 30, 2021 and 2020, and $24.0 million and $18.9 million, respectively, for the nine months ended September 30, 2021 and 2020. |
Segment Information and Revenue
Segment Information and Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information and Revenue | Segment Information and Revenue We have three operating and reportable segments, which have been identified based on the way in which our chief operating decision-maker manages our business, makes operating decisions and evaluates operating performance. The chief executive officer acts as the chief operating decision-maker and reviews financial and operational information for the Homes, IMT and Mortgages segments. The Homes segment includes the financial results from Zillow Group’s purchase and sale of homes directly through Zillow Offers and the financial results from title and escrow services through Zillow Closing Services. As a result of the decision to wind down Zillow Offers operations, the Company plans to report Zillow Offers as a discontinued operation beginning with the period during which disposition of the business is complete. The IMT segment includes the financial results for the Premier Agent, rentals and new construction marketplaces, dotloop and display, as well as revenue from the sale of various other marketing and business products and services to real estate professionals. The Mortgages segment primarily includes the financial results for mortgage originations and the sale of mortgages on the secondary market through Zillow Home Loans and advertising sold to mortgage lenders and other mortgage professionals. Revenue and costs are directly attributed to our segments when possible. However, due to the integrated structure of our business, certain costs incurred by one segment may benefit the other segments. These costs primarily include headcount-related expenses, general and administrative expenses including executive, finance, accounting, legal, human resources, recruiting and facilities costs, product development and data acquisition costs, costs related to operating our mobile applications, and websites and marketing and advertising costs. These costs are allocated to each segment based on the estimated benefit each segment receives from such expenditures. The chief executive officer reviews information about our revenue categories as well as statement of operations data inclusive of income (loss) before income taxes by segment. This information is included in the following tables for the periods presented (in thousands) and prior period amounts have been recast to conform to the current format (see Note 2 for additional details regarding the reclassifications): Three Months Ended Three Months Ended Homes IMT Mortgages Homes IMT Mortgages Revenue: Zillow Offers $ 1,172,693 $ — $ — $ 185,904 $ — $ — Premier Agent — 358,852 — — 298,673 — Other 13,465 121,343 — 1,201 116,716 — Mortgages — — 70,290 — — 54,198 Total revenue 1,186,158 480,195 70,290 187,105 415,389 54,198 Cost of revenue (1) 1,422,899 51,371 21,790 183,056 49,992 10,725 Gross profit (236,741) 428,824 48,500 4,049 365,397 43,473 Operating expenses (1): Sales and marketing 106,877 158,665 28,812 32,714 107,900 15,280 Technology and development 28,884 75,051 7,556 25,028 64,075 5,671 General and administrative 33,647 61,722 17,761 20,327 53,466 12,011 Acquisition-related costs — 3,235 — — — — Total operating expenses 169,408 298,673 54,129 78,069 225,441 32,962 Income (loss) from operations (406,149) 130,151 (5,629) (74,020) 139,956 10,511 Segment other income 274 — 1,096 — — 636 Segment interest expense (15,729) — (1,110) (1,597) — (553) Income (loss) before income taxes (2) $ (421,604) $ 130,151 $ (5,643) $ (75,617) $ 139,956 $ 10,594 Nine Months Ended Nine Months Ended Homes IMT Mortgages Homes IMT Mortgages Revenue: Zillow Offers $ 2,645,697 $ — $ — $ 1,408,832 $ — $ — Premier Agent — 1,041,924 — — 732,741 — Other 21,758 360,689 — 2,398 293,653 — Mortgages — — 194,995 — — 113,241 Total revenue 2,667,455 1,402,613 194,995 1,411,230 1,026,394 113,241 Cost of revenue (1) 2,775,024 141,852 62,089 1,353,715 145,399 24,540 Gross profit (107,569) 1,260,761 132,906 57,515 880,995 88,701 Operating expenses (1): Sales and marketing 227,687 412,892 81,164 152,171 332,919 39,915 Technology and development 92,381 243,533 24,341 79,843 195,940 16,979 General and administrative 86,994 189,314 52,378 65,628 165,921 31,835 Impairment costs — — — — 73,900 2,900 Acquisition-related costs — 7,723 — — — — Total operating expenses 407,062 853,462 157,883 297,642 768,680 91,629 Income (loss) from operations (514,631) 407,299 (24,977) (240,127) 112,315 (2,928) Segment other income 274 — 3,834 — 5,300 1,223 Segment interest expense (25,067) — (4,005) (13,506) — (1,086) Income (loss) before income taxes (2) $ (539,424) $ 407,299 $ (25,148) $ (253,633) $ 117,615 $ (2,791) (1) The following table presents depreciation and amortization expense and share-based compensation expense for each of our segments for the periods presented (in thousands): Three Months Ended Three Months Ended Homes IMT Mortgages Homes IMT Mortgages Depreciation and amortization expense $ 5,357 $ 22,747 $ 2,142 $ 3,029 $ 22,074 $ 1,675 Share-based compensation expense $ 20,009 $ 50,737 $ 8,659 $ 11,815 $ 33,435 $ 3,709 Nine Months Ended Nine Months Ended Homes IMT Mortgages Homes IMT Mortgages Depreciation and amortization expense $ 14,383 $ 67,703 $ 6,042 $ 9,201 $ 67,889 $ 4,887 Share-based compensation expense $ 56,425 $ 150,491 $ 24,557 $ 35,847 $ 98,940 $ 10,318 (2) The following table presents the reconciliation of total segment income (loss) before income taxes to consolidated income (loss) before income taxes for the periods presented (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Total segment income (loss) before income taxes $ (297,096) $ 74,933 $ (157,273) $ (138,809) Corporate interest expense (27,898) (37,320) (94,650) (100,060) Corporate other income 594 2,382 1,882 16,203 Gain (loss) on extinguishment of debt (14,785) — (17,119) 6,391 Consolidated income (loss) before income taxes $ (339,185) $ 39,995 $ (267,160) $ (216,275) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Closing of Securitization Transaction On October 1, 2021, we closed our 2021-2 securitization transaction for Zillow Offers involving the issuance and sale to third parties of revolving notes secured by a non-revolving term loan to a special purpose subsidiary of the Company secured by a beneficial interest in a revolving pool of single-family homes that are owned by the titling trust established by the Company. Gross proceeds from the sale of the notes to third parties was approximately $700.0 million. The loan has a term of 36 months with a scheduled reinvestment period of 30 months during which additional homes may be financed as existing homes are sold. Except for certain limited circumstances, the loan is non-recourse to Zillow Group. The term loan consists of a single componentized promissory note representing a monthly-pay loan with an initial principal balance of $749.0 million comprised of two fixed rate components totaling $700.0 million and a single principal-only component of $49.0 million. The weighted-average interest rate for the fixed rate components is 2.63%. In conjunction with the securitization, we entered into a variable funding line with Credit Suisse AG, Cayman Islands for an uncommitted maximum borrowing capacity of $75.0 million which bears interest at one-month LIBOR plus an applicable margin. The term loan and any balances drawn on the variable funding line will be accounted for as debt in our condensed consolidated balance sheets. We retained $49.0 million in principal amount of non-interest-bearing notes as the sponsor of the transaction, which will be presented as a beneficial interest in securitization in our condensed consolidated balance sheets. Zillow Offers Suspension of Entering into New Contracts On October 18, 2021, the Company issued a press release announcing that Zillow Offers would not sign any new, additional contracts to buy homes through the end of 2021. The Company paused new contracts in light of renovation and operational capacity constraints and to enable Zillow Offers to focus operations on purchasing homes with already-signed contracts and reducing the renovation pipeline for homes in inventory. Wind Down of Zillow Offers Operations On November 2, 2021, the Board of Directors of the Company made the determination to wind down Zillow Offers operations. This decision was made in light of home pricing unpredictability, capacity constraints and other operational challenges faced by Zillow Offers that were exacerbated by an unprecedented housing market, a global pandemic and a difficult labor and supply chain environment. The wind down is expected to take several quarters and result in approximately a 25% reduction of the Company’s workforce. During the wind down period, the Company expects to continue to complete the purchase of homes currently under contract and renovate and sell properties currently in inventory. As a result of the decision to wind down Zillow Offers operations, the Company plans to report Zillow Offers as a discontinued operation beginning with the period during which disposition of the business is complete. In connection with the preparation of financial statements for the three months ended September, 30, 2021, the Company recorded a $304.4 million write-down of inventory associated with Zillow Offers as a result of purchasing homes during the third quarter at higher prices than the Company’s current estimates of the future selling prices after selling costs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include Zillow Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in Zillow Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 12, 2021. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements of Zillow Group, Inc. as of that date. |
Reclassifications | Reclassifications Certain reclassifications have been made in the condensed consolidated statements of operations to conform data for prior periods to the current format. Beginning with the three and six month periods ended June 30, 2021, we presented a gross profit subtotal in our condensed consolidated statements of operations, which requires certain depreciation expense and amortization expense to be included within cost of revenue. We believe the presentation of gross profit is preferable as it facilitates investors’ ability to model across our segments and enhances comparability with our public company peers. To effect the presentation of gross profit, we present the amortization expense for certain intangible assets and data acquisition costs within cost of revenue and have reclassified certain amounts in prior periods in the condensed consolidated statements of operations from technology and development expenses to cost of revenue. Additionally, we reclassified the amortization expense for trade names and trademarks and customer relationship intangible assets from technology and development expenses to sales and marketing expenses. This change has no impact on income (loss) from operations or net income (loss). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. On an ongoing basis, we evaluate our estimates, including those related to the accounting for certain revenue offerings, the net realizable value of inventory, amortization period and recoverability of contract cost assets, website and software development costs, recoverability of long-lived assets and intangible assets, share-based compensation, income taxes, business combinations and the recoverability of goodwill, among others. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The COVID-19 pandemic has introduced additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact the estimates previously listed, among others. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective or modified retrospective basis. We expect to adopt this guidance on January 1, 2022 using the modified retrospective approach. Although we continue to evaluate the impact of this guidance on our financial position and results of operations, upon adoption we expect this guidance to result in a reclassification of conversion feature balances from additional paid-in capital to debt and to decrease reported interest expense for our convertible senior notes. In March 2020, the FASB issued guidance which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. This guidance is effective from March 12, 2020 through December 31, 2022. Entities may elect to adopt the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. We expect to apply some of the expedients and exceptions provided in this guidance to our credit facilities, securitization variable funding line, warehouse line of credit and master repurchase agreements which reference the one-month LIBOR in the applicable interest rate, as publication of the one-month LIBOR is expected to cease after June 30, 2023. We expect to amend our facility agreements prior to that date. As the goal of the reference rate reform transition is for it to be economically neutral to entities, we do not believe the adoption of this guidance will have a material impact on our financial position, results of operations or cash flows. |
Fair Value Measurements | We apply the following methods and assumptions in estimating our fair value measurements: Cash equivalents — The fair value measurement of money market funds is based on quoted market prices in active markets (Level 1). The fair value measurement of other cash equivalents is based on observable market-based inputs principally derived from or corroborated by observable market data (Level 2). Short-term investments — The fair value measurement of our short-term investments is based on observable market-based inputs or inputs that are derived principally from or corroborated by observable market data by correlation or other means (Level 2). Restricted cash — The carrying value of restricted cash approximates fair value due to the short period of time amounts are borrowed on our credit facilities, home sales proceeds are held in restricted accounts associated with our credit facilities and securitization, and amounts are held in escrow (Level 1). Mortgage loans held for sale — The fair value of mortgage loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics (Level 2). Forward contracts — The fair value of mandatory loan sales commitments and derivative instruments such as forward sales of mortgage-backed securities that are utilized as economic hedging instruments is calculated by reference to quoted prices for similar assets (Level 2). Interest rate lock commitments — The fair value of interest rate lock commitments (“IRLCs”) is calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Expired commitments are excluded from the fair value measurement. Since not all IRLCs will become closed loans, we adjust our fair value measurements for the estimated amount of IRLCs that will not close. This adjustment is effected through the pull-through rate, which represents the probability that an interest rate lock commitment will ultimately result in a closed loan (Level 3). |
Segment Reporting | We have three operating and reportable segments, which have been identified based on the way in which our chief operating decision-maker manages our business, makes operating decisions and evaluates operating performance. The chief executive officer acts as the chief operating decision-maker and reviews financial and operational information for the Homes, IMT and Mortgages segments. The Homes segment includes the financial results from Zillow Group’s purchase and sale of homes directly through Zillow Offers and the financial results from title and escrow services through Zillow Closing Services. As a result of the decision to wind down Zillow Offers operations, the Company plans to report Zillow Offers as a discontinued operation beginning with the period during which disposition of the business is complete. The IMT segment includes the financial results for the Premier Agent, rentals and new construction marketplaces, dotloop and display, as well as revenue from the sale of various other marketing and business products and services to real estate professionals. The Mortgages segment primarily includes the financial results for mortgage originations and the sale of mortgages on the secondary market through Zillow Home Loans and advertising sold to mortgage lenders and other mortgage professionals. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | Amounts previously reported in the condensed consolidated statements of operations for the periods presented were revised herein as shown below (in thousands): Three Months Ended Nine Months Ended As Reported As Revised Effect of Change As Reported As Revised Effect of Change Cost of revenue: Homes $ 179,804 $ 183,056 $ 3,252 $ 1,343,791 $ 1,353,715 $ 9,924 IMT 28,448 49,992 21,544 76,153 145,399 69,246 Mortgages 7,972 10,725 2,753 19,023 24,540 5,517 Total cost of revenue 216,224 243,773 27,549 1,438,967 1,523,654 84,687 Operating expenses: Sales and marketing 150,826 155,894 5,068 511,072 525,005 13,933 Technology and development 127,300 94,774 (32,526) 391,075 292,762 (98,313) General and administrative 85,895 85,804 (91) 263,691 263,384 (307) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The following table presents the range and weighted-average pull-through rates used in determining the fair value of IRLCs as of the dates presented: September 30, 2021 December 31, 2020 Range 38% - 100% 47% - 100% Weighted-average 86% 75% |
Summary of Balances of Cash Equivalents and Investments | The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in thousands): September 30, 2021 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 1,811,382 $ 1,811,382 $ — $ — Short-term investments: U.S. government agency securities 933,247 — 933,247 — Treasury bills 44,996 — 44,996 — Corporate bonds 25,978 — 25,978 Commercial paper 9,987 — 9,987 Municipal securities 5,875 — 5,875 — Beneficial interest in securitization 24,902 — — 24,902 Mortgage origination-related: Mortgage loans held for sale 221,390 — 221,390 — IRLCs 6,888 — — 6,888 Forward contracts - other current assets 2,692 — 2,692 — Forward contracts - other current liabilities (109) — (109) — Total $ 3,087,228 $ 1,811,382 $ 1,244,056 $ 31,790 December 31, 2020 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 1,486,384 $ 1,486,384 $ — $ — Municipal securities 3,228 — 3,228 — Short-term investments: Treasury bills 1,163,813 — 1,163,813 — U.S. government agency securities 1,037,577 — 1,037,577 — Municipal securities 16,220 — 16,220 — Certificates of deposit 498 — 498 — Mortgage origination-related: Mortgage loans held for sale 330,758 — 330,758 — IRLCs 12,342 — — 12,342 Forward contracts - other current liabilities (2,608) — (2,608) — Total $ 4,048,212 $ 1,486,384 $ 2,549,486 $ 12,342 |
Schedule of Changes in IRLCs | The following table presents the changes in our IRLCs for the periods presented (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (1) Balance, beginning of the period $ 6,413 $ 5,091 $ 12,342 $ 937 Issuances 23,006 19,232 57,427 34,739 Transfers (23,426) (18,725) (63,865) (31,867) Fair value changes recognized in earnings 895 3,822 984 5,611 Balance, end of period $ 6,888 $ 9,420 $ 6,888 $ 9,420 (1) Beginning balance represents transfers of IRLCs from Level 2 to Level 3 within the fair value hierarchy as of January 1, 2020. |
Cash and Cash Equivalents, In_2
Cash and Cash Equivalents, Investments and Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Amortized Cost, Gross Unrealized Gains and Losses, and Estimated Fair Market Value of Cash and Cash Equivalents and Available-for-Sale Investments | The following tables present the amortized cost, gross unrealized gains and losses and estimated fair market value of our cash and cash equivalents, investments and restricted cash as of the dates presented (in thousands): September 30, 2021 Amortized Gross Gross Estimated Cash $ 383,984 $ — $ — $ 383,984 Cash equivalents: Money market funds 1,811,382 — — 1,811,382 Short-term investments: U. S. government agency securities 933,253 49 (55) 933,247 Treasury bills 44,988 8 — 44,996 Corporate bonds 25,988 — (10) 25,978 Commercial paper 9,987 — — 9,987 Municipal securities 5,878 — (3) 5,875 Restricted cash 331,019 — — 331,019 Beneficial interest in securitization 24,833 69 — 24,902 Total $ 3,571,312 $ 126 $ (68) $ 3,571,370 December 31, 2020 Amortized Gross Gross Estimated Cash $ 213,518 $ — $ — $ 213,518 Cash equivalents: Money market funds 1,486,384 — — 1,486,384 Municipal securities 3,229 — (1) 3,228 Short-term investments: Treasury bills 1,163,748 65 — 1,163,813 U.S. government agency securities 1,037,572 57 (52) 1,037,577 Municipal securities 16,226 — (6) 16,220 Certificates of deposit 498 — — 498 Restricted cash 75,805 — — 75,805 Total $ 3,996,980 $ 122 $ (59) $ 3,997,043 |
Debt Securities, Available-for-sale | The following table presents available-for-sale investments by contractual maturity date as of September 30, 2021 (in thousands): Amortized Cost Estimated Fair Due in one year or less $ 587,120 $ 587,164 Due after one year 457,807 457,821 Total $ 1,044,927 $ 1,044,985 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Components of Net Inventory | The following table presents the components of inventory, net of applicable lower of cost or net realizable value adjustments, as of the dates presented (in thousands): September 30, 2021 December 31, 2020 Finished goods $ 2,039,284 $ 339,372 Work-in-process 1,718,923 151,921 Inventory $ 3,758,207 $ 491,293 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Detail of Property and Equipment | The following table presents the detail of property and equipment as of the dates presented (in thousands): September 30, 2021 December 31, 2020 Website development costs $ 150,457 $ 95,466 Leasehold improvements 103,142 110,280 Office equipment, furniture and fixtures 31,482 39,607 Computer equipment 19,445 20,433 Construction-in-progress 13,273 44,151 Property and equipment 317,799 309,937 Less: accumulated amortization and depreciation (115,349) (113,785) Property and equipment, net $ 202,450 $ 196,152 |
Acquisition and Equity Invest_2
Acquisition and Equity Investment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The total preliminary purchase price was allocated as follows (in thousands): Cash and cash equivalents $ 14,973 Identifiable intangible assets 111,100 Goodwill 389,894 Other acquired assets 6,119 Deferred tax liability (3,920) Other assumed liabilities (6,452) Total preliminary estimated purchase price $ 511,714 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The preliminary estimated fair value of identifiable intangible assets acquired and associated useful lives consisted of the following (in thousands): Preliminary Estimated Fair Value Estimated Weighted-Average Useful Life (in years) Customer relationships $ 54,500 8 Developed technology 47,600 4 Trade names and trademarks 9,000 10 Total $ 111,100 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Allocated to Reportable Segments | The following table presents goodwill by reportable segment as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 IMT $ 2,176,310 $ 1,786,416 Mortgages 198,491 198,491 Total $ 2,374,801 $ 1,984,907 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | The following tables present the detail of intangible assets as of the dates presented (in thousands): September 30, 2021 Cost Accumulated Net Customer relationships $ 138,500 $ (79,035) $ 59,465 Developed technology 133,664 (79,981) 53,683 Software 57,803 (15,458) 42,345 Trade names and trademarks 45,500 (7,672) 37,828 Intangibles-in-progress 1,319 — 1,319 Purchased content 2,557 (2,159) 398 Total $ 379,343 $ (184,305) $ 195,038 December 31, 2020 Cost Accumulated Net Trade names and trademarks $ 36,500 $ (3,822) $ 32,678 Software 28,515 (11,483) 17,032 Developed technology 86,064 (70,270) 15,794 Customer relationships 87,600 (73,301) 14,299 Intangibles-in-progress 11,863 — 11,863 Purchased content 47,930 (44,829) 3,101 Total $ 298,472 $ (203,705) $ 94,767 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Debt | The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in thousands): September 30, 2021 December 31, 2020 Homes segment Credit facilities: Goldman Sachs Bank USA $ 752,731 $ 145,825 Citibank, N.A. 955,000 87,103 Credit Suisse AG, Cayman Islands 725,763 128,238 Securitization: 2021-1 variable funding line 32,515 — 2021-1 term loan 468,613 — Total Homes segment debt 2,934,622 361,166 Mortgages segment Repurchase agreements: Credit Suisse AG, Cayman Islands 128,177 149,913 Citibank, N.A. 28,475 90,227 Warehouse line of credit: Comerica Bank 51,674 68,903 Total Mortgages segment debt 208,326 309,043 Convertible senior notes 1.375% convertible senior notes due 2026 363,096 347,566 2.75% convertible senior notes due 2025 436,074 414,888 0.75% convertible senior notes due 2024 498,455 524,273 1.50% convertible senior notes due 2023 — 326,796 Total convertible senior notes 1,297,625 1,613,523 Total debt $ 4,440,573 $ 2,283,732 |
Schedule of Revolving Credit Facilities and Lines of Credit | The following table summarizes certain details related to our credit facilities (in thousands, except interest rates): Lender Final Maturity Date Maximum Borrowing Capacity Weighted-Average Interest Rate Goldman Sachs Bank USA April 21, 2023 $ 1,250,000 2.90 % Citibank, N.A. June 9, 2023 1,000,000 2.83 % Credit Suisse AG, Cayman Islands December 31, 2022 1,500,000 2.86 % Total $ 3,750,000 Lender Maturity Date Maximum Borrowing Capacity Weighted-Average Interest Rate Credit Suisse AG, Cayman Islands March 18, 2022 $ 300,000 2.50 % Citibank, N.A. June 10, 2022 100,000 1.83 % Comerica Bank June 25, 2022 60,000 2.53 % Total $ 460,000 |
Schedule of Convertible Senior Notes | The following tables summarize certain details related to our outstanding convertible senior notes as of the dates presented or for the periods ended (in thousands, except interest rates): September 30, 2021 December 31, 2020 Maturity Date Aggregate Principal Amount Stated Interest Rate Effective Interest Rate First Interest Payment Date Semi-Annual Interest Payment Dates Unamortized Debt Discount and Debt Issuance Costs Fair Value Unamortized Debt Discount and Debt Issuance Costs Fair Value September 1, 2026 $ 498,800 1.375 % 8.10 % March 1, 2020 March 1; September 1 $ 135,704 $ 1,029,633 $ 152,434 $ 1,508,675 May 15, 2025 565,000 2.75 % 10.32 % November 15, 2020 May 15; November 15 128,926 882,683 150,112 1,168,855 September 1, 2024 608,382 0.75 % 7.68 % March 1, 2020 March 1; September 1 109,927 1,281,830 148,727 2,023,280 July 1, 2023 — 1.50 % 6.99 % January 1, 2019 January 1; July 1 — — 46,954 633,039 Total $ 1,672,182 $ 374,557 $ 3,194,146 $ 498,227 $ 5,333,849 Three Months Ended Three Months Ended Maturity Date Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense September 1, 2026 $ 1,715 $ 5,432 $ 133 $ 7,280 $ 1,719 $ 5,022 $ 123 $ 6,864 May 15, 2025 3,884 6,877 367 11,128 3,884 6,205 331 10,420 September 1, 2024 1,141 8,053 276 9,470 1,262 8,251 283 9,796 July 1, 2023 20 — — 20 1,402 3,814 373 5,589 December 1, 2021 — — — — 1,326 2,960 306 4,592 December 15, 2020 — — — — 59 — — 59 Total $ 6,760 $ 20,362 $ 776 $ 27,898 $ 9,652 $ 26,252 $ 1,416 $ 37,320 Nine Months Ended Nine Months Ended Maturity Date Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense September 1, 2026 $ 5,147 $ 15,981 $ 392 $ 21,520 $ 5,157 $ 14,768 $ 361 $ 20,286 May 15, 2025 11,652 20,112 1,074 32,838 5,891 9,353 499 15,743 September 1, 2024 3,522 24,380 835 28,737 3,772 24,207 828 28,807 July 1, 2023 2,819 7,958 778 11,555 4,206 11,260 1,100 16,566 December 1, 2021 — — — — 5,429 11,816 1,222 18,467 December 15, 2020 — — — — 191 — — 191 Total $ 23,140 $ 68,431 $ 3,079 $ 94,650 $ 24,646 $ 71,404 $ 4,010 $ 100,060 The following table summarizes the conversion and redemption options with respect to the 2026 Notes, 2025 Notes and 2024 Notes (together, the “Notes”): Maturity Date Early Conversion Date Conversion Rate Conversion Price Optional Redemption Date September 1, 2026 March 1, 2026 22.9830 $ 43.51 September 5, 2023 May 15, 2025 November 15, 2024 14.8810 67.20 May 22, 2023 September 1, 2024 March 1, 2024 22.9830 43.51 September 5, 2022 The following table summarizes certain details related to the capped call confirmations with respect to certain of the convertible senior notes: Maturity Date Initial Cap Price Cap Price Premium September 1, 2026 $ 80.5750 150 % September 1, 2024 72.5175 125 % July 1, 2023 105.45 85 % December 1, 2021 69.19 85 % Three Months Ended 2023 Notes Aggregate principal amount settled $ 367,678 Cash paid $ 1,297 Shares of Class C capital stock issued 4,674,774 Total fair value of consideration transferred (1) $ 562,173 Loss on extinguishment of debt: Consideration allocated to the liability component (2) $ 343,593 Carrying value of the liability component, net of unamortized debt discount and debt issuance costs 328,808 Loss on extinguishment of debt $ 14,785 Consideration allocated to the equity component $ 218,580 Nine Months Ended Nine Months Ended 2023 Notes 2024 Notes 2026 Notes Total 2021 Notes Aggregate principal amount settled $ 373,750 $ 64,618 $ 1,200 $ 439,568 $ 194,670 Cash paid 1,297 — — 1,297 194,670 Shares of Class C capital stock issued 4,752,232 1,485,114 27,579 6,264,925 753,936 Total fair value of consideration transferred (1) $ 571,897 $ 200,478 $ 4,204 $ 776,579 $ 230,859 (Gain) loss on extinguishment of debt: Consideration allocated to the liability component (2) $ 349,241 $ 53,115 $ 883 $ 403,239 $ 172,886 Carrying value of the liability component, net of unamortized debt discount and debt issuance costs 334,245 51,032 843 386,120 179,277 (Gain) loss on extinguishment of debt $ 14,996 $ 2,083 $ 40 $ 17,119 $ (6,391) Consideration allocated to the equity component $ 222,656 $ 147,363 $ 3,321 $ 373,340 $ 57,973 (1) For convertible senior notes converted by note holders, the total fair value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the conversion date and an immaterial amount of cash paid in lieu of fractional shares. For convertible senior notes redeemed, the total fair value of consideration transferred comprises cash transferred to note holders to settle the related notes. For convertible senior notes repurchased in the nine months ended September 30, 2020, the total value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the date of transfer as well as cash transferred to note holders to settle the related notes. (2) Consideration allocated to the liability component is based on the fair value of the liability component immediately prior to settlement, which was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature. |
Schedule of Long-term Debt Instruments | The following tables summarize certain additional details related to our term loan as of the dates presented or for the periods ended (in thousands, except interest rates): September 30, 2021 Securitization Weighted Average Effective Interest Rate (1) Unamortized Debt Discount and Debt Issuance Costs Fair Value (2) 2021-1 term loan 3.41 % $ 11,387 $ 475,076 (1) The weighted average effective interest rate is calculated using the outstanding principal amounts and effective interest rates for the two fixed rate components and the single principal-only component of the term loan. Debt discount and debt issuance costs have been allocated to the term loan components and will be amortized over the stated term of the term loan using the effective interest method with the amortization classified as a component of interest expense. (2) The estimated fair value of the term loan was calculated using a discounted cash flow methodology. The fair value is classified as Level 3 due to reliance on significant unobservable valuation inputs. Three and Nine Months Ended Securitization Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense 2021-1 term loan $ 1,607 $ 297 $ 360 $ 2,264 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Sale of Stock | The following table summarizes the activity pursuant to the equity distribution agreement for the period presented (in thousands, except share and per share amounts): Nine Months Ended Shares of Class C capital stock issued 3,163,502 Weighted-average issuance price per share $ 174.0511 Gross proceeds (1) $ 550,611 (1) Net proceeds were $544.6 million after deducting $6.1 million of commissions and other offering expenses incurred. |
Share-Based Awards (Tables)
Share-Based Awards (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Option Award Activity | The following table summarizes option award activity for the nine months ended September 30, 2021: Number Weighted- Weighted- Aggregate Outstanding at January 1, 2021 20,051,051 $ 42.68 7.22 $ 1,751,105 Granted 8,821,381 131.98 Exercised (2,524,170) 38.65 Forfeited or cancelled (910,178) 74.84 Outstanding at September 30, 2021 25,438,084 72.89 7.55 774,667 Vested and exercisable at September 30, 2021 11,590,546 48.58 6.17 505,804 |
Fair Value of Options Granted, Estimated at Date of Grant Using Black Scholes Merton Option Pricing Model | The fair value of options granted is estimated at the date of grant using the Black-Scholes-Merton option-pricing model, assuming no dividends and with the following assumptions for the periods presented: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Expected volatility 55% 52% 52%-56% 45%-52% Expected dividend yield — — — — Risk-free interest rate 0.76% 0.22% 0.57%-0.90% 0.22%-0.93% Weighted-average expected life 4.75 years 4.50 years 4.50-5.75 years 4.50-5.50 years Weighted-average fair value of options granted $45.40 $37.09 $58.96 $21.35 |
Summary of Restricted Stock Units Activity | The following table summarizes activity for restricted stock units for the nine months ended September 30, 2021: Restricted Weighted- Unvested outstanding at January 1, 2021 7,316,557 $ 48.14 Granted 1,558,892 124.70 Vested (2,304,124) 49.54 Forfeited (699,512) 58.88 Unvested outstanding at September 30, 2021 5,871,813 66.64 |
Effects of Share Based Compensation in Consolidated Statements of Operations | The following table presents the effects of share-based compensation expense in our condensed consolidated statements of operations during the periods presented (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Cost of revenue $ 2,573 $ 1,855 $ 8,233 $ 4,621 Sales and marketing 12,733 8,631 35,970 24,740 Technology and development 28,077 19,555 89,119 59,664 General and administrative 36,022 18,918 98,151 56,080 Total $ 79,405 $ 48,959 $ 231,473 $ 145,105 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the maximum number of shares and conversion price per share of Class C capital stock for each of the Notes based on the aggregate principal amount outstanding as of September 30, 2021 (in thousands, except per share amounts): Maturity Date Shares Conversion Price per Share September 1, 2026 11,464 $ 43.51 May 15, 2025 8,408 67.20 September 1, 2024 13,983 43.51 For the periods presented, the following table reconciles the denominators used in the basic and diluted net income (loss) per share calculations (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Denominator for basic calculation 254,074 229,719 248,564 219,989 Effect of dilutive securities: Option awards — 8,933 — — Unvested restricted stock units — 3,980 — — Denominator for dilutive calculation 254,074 242,632 248,564 219,989 For the periods presented, the following Class A common stock and Class C capital stock equivalents were excluded from the calculations of diluted net income (loss) per share because their effect would have been antidilutive (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Weighted-average Class A common stock and Class C capital stock option awards outstanding 17,339 518 18,218 27,333 Weighted-average Class C capital stock restricted stock units outstanding 6,151 62 6,735 8,367 Class A common stock issuable upon conversion of the convertible notes maturing in 2020 — 314 — 374 Class C capital stock issuable upon conversion of the 2021 Notes, 2023 Notes, 2024 Notes, 2025 Notes and 2026 Notes 33,927 45,203 38,026 17,580 Total Class A common stock and Class C capital stock equivalents 57,417 46,097 62,979 53,654 |
Segment Information and Reven_2
Segment Information and Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Revenue Categories | This information is included in the following tables for the periods presented (in thousands) and prior period amounts have been recast to conform to the current format (see Note 2 for additional details regarding the reclassifications): Three Months Ended Three Months Ended Homes IMT Mortgages Homes IMT Mortgages Revenue: Zillow Offers $ 1,172,693 $ — $ — $ 185,904 $ — $ — Premier Agent — 358,852 — — 298,673 — Other 13,465 121,343 — 1,201 116,716 — Mortgages — — 70,290 — — 54,198 Total revenue 1,186,158 480,195 70,290 187,105 415,389 54,198 Cost of revenue (1) 1,422,899 51,371 21,790 183,056 49,992 10,725 Gross profit (236,741) 428,824 48,500 4,049 365,397 43,473 Operating expenses (1): Sales and marketing 106,877 158,665 28,812 32,714 107,900 15,280 Technology and development 28,884 75,051 7,556 25,028 64,075 5,671 General and administrative 33,647 61,722 17,761 20,327 53,466 12,011 Acquisition-related costs — 3,235 — — — — Total operating expenses 169,408 298,673 54,129 78,069 225,441 32,962 Income (loss) from operations (406,149) 130,151 (5,629) (74,020) 139,956 10,511 Segment other income 274 — 1,096 — — 636 Segment interest expense (15,729) — (1,110) (1,597) — (553) Income (loss) before income taxes (2) $ (421,604) $ 130,151 $ (5,643) $ (75,617) $ 139,956 $ 10,594 Nine Months Ended Nine Months Ended Homes IMT Mortgages Homes IMT Mortgages Revenue: Zillow Offers $ 2,645,697 $ — $ — $ 1,408,832 $ — $ — Premier Agent — 1,041,924 — — 732,741 — Other 21,758 360,689 — 2,398 293,653 — Mortgages — — 194,995 — — 113,241 Total revenue 2,667,455 1,402,613 194,995 1,411,230 1,026,394 113,241 Cost of revenue (1) 2,775,024 141,852 62,089 1,353,715 145,399 24,540 Gross profit (107,569) 1,260,761 132,906 57,515 880,995 88,701 Operating expenses (1): Sales and marketing 227,687 412,892 81,164 152,171 332,919 39,915 Technology and development 92,381 243,533 24,341 79,843 195,940 16,979 General and administrative 86,994 189,314 52,378 65,628 165,921 31,835 Impairment costs — — — — 73,900 2,900 Acquisition-related costs — 7,723 — — — — Total operating expenses 407,062 853,462 157,883 297,642 768,680 91,629 Income (loss) from operations (514,631) 407,299 (24,977) (240,127) 112,315 (2,928) Segment other income 274 — 3,834 — 5,300 1,223 Segment interest expense (25,067) — (4,005) (13,506) — (1,086) Income (loss) before income taxes (2) $ (539,424) $ 407,299 $ (25,148) $ (253,633) $ 117,615 $ (2,791) (1) The following table presents depreciation and amortization expense and share-based compensation expense for each of our segments for the periods presented (in thousands): Three Months Ended Three Months Ended Homes IMT Mortgages Homes IMT Mortgages Depreciation and amortization expense $ 5,357 $ 22,747 $ 2,142 $ 3,029 $ 22,074 $ 1,675 Share-based compensation expense $ 20,009 $ 50,737 $ 8,659 $ 11,815 $ 33,435 $ 3,709 Nine Months Ended Nine Months Ended Homes IMT Mortgages Homes IMT Mortgages Depreciation and amortization expense $ 14,383 $ 67,703 $ 6,042 $ 9,201 $ 67,889 $ 4,887 Share-based compensation expense $ 56,425 $ 150,491 $ 24,557 $ 35,847 $ 98,940 $ 10,318 (2) The following table presents the reconciliation of total segment income (loss) before income taxes to consolidated income (loss) before income taxes for the periods presented (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Total segment income (loss) before income taxes $ (297,096) $ 74,933 $ (157,273) $ (138,809) Corporate interest expense (27,898) (37,320) (94,650) (100,060) Corporate other income 594 2,382 1,882 16,203 Gain (loss) on extinguishment of debt (14,785) — (17,119) 6,391 Consolidated income (loss) before income taxes $ (339,185) $ 39,995 $ (267,160) $ (216,275) |
Reconciliation of Segment Gross Profit and Loss | The following table presents the reconciliation of total segment income (loss) before income taxes to consolidated income (loss) before income taxes for the periods presented (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Total segment income (loss) before income taxes $ (297,096) $ 74,933 $ (157,273) $ (138,809) Corporate interest expense (27,898) (37,320) (94,650) (100,060) Corporate other income 594 2,382 1,882 16,203 Gain (loss) on extinguishment of debt (14,785) — (17,119) 6,391 Consolidated income (loss) before income taxes $ (339,185) $ 39,995 $ (267,160) $ (216,275) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Cost of revenue | $ 1,496,060 | $ 243,773 | $ 2,978,965 | $ 1,523,654 |
Operating expenses: | ||||
Sales and marketing | 294,354 | 155,894 | 721,743 | 525,005 |
Technology and development | 111,491 | 94,774 | 360,255 | 292,762 |
General and administrative | 113,130 | 85,804 | 328,686 | 263,384 |
As Reported | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Cost of revenue | 216,224 | 1,438,967 | ||
Operating expenses: | ||||
Sales and marketing | 150,826 | 511,072 | ||
Technology and development | 127,300 | 391,075 | ||
General and administrative | 85,895 | 263,691 | ||
Effect of Change | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Cost of revenue | 27,549 | 84,687 | ||
Operating expenses: | ||||
Sales and marketing | 5,068 | 13,933 | ||
Technology and development | (32,526) | (98,313) | ||
General and administrative | (91) | (307) | ||
Homes | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Cost of revenue | 1,422,899 | 183,056 | 2,775,024 | 1,353,715 |
Homes | As Reported | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Cost of revenue | 179,804 | 1,343,791 | ||
Homes | Effect of Change | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Cost of revenue | 3,252 | 9,924 | ||
IMT | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Cost of revenue | 51,371 | 49,992 | 141,852 | 145,399 |
IMT | As Reported | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Cost of revenue | 28,448 | 76,153 | ||
IMT | Effect of Change | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Cost of revenue | 21,544 | 69,246 | ||
Mortgages segment | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Cost of revenue | $ 21,790 | 10,725 | $ 62,089 | 24,540 |
Mortgages segment | As Reported | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Cost of revenue | 7,972 | 19,023 | ||
Mortgages segment | Effect of Change | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Cost of revenue | $ 2,753 | $ 5,517 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Details) - IRLCs - Not Designated as Hedging Instrument | Sep. 30, 2021 | Dec. 31, 2020 |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value rates, IRLCs | 0.38 | 0.47 |
Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value rates, IRLCs | 1 | 1 |
Weighted-average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value rates, IRLCs | 0.86 | 0.75 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value of Cash Equivalents and Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 1,044,985 | |
Beneficial interest in securitization | 24,902 | $ 0 |
Mortgage loans held for sale | 221,390 | 330,758 |
Fair Value, Net Asset (Liability), Total | 3,087,228 | 4,048,212 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interest in securitization | 0 | |
Mortgage loans held for sale | 0 | 0 |
Fair Value, Net Asset (Liability), Total | 1,811,382 | 1,486,384 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interest in securitization | 0 | |
Mortgage loans held for sale | 221,390 | 330,758 |
Fair Value, Net Asset (Liability), Total | 1,244,056 | 2,549,486 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interest in securitization | 24,902 | |
Mortgage loans held for sale | 0 | 0 |
Fair Value, Net Asset (Liability), Total | 31,790 | 12,342 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,811,382 | 1,486,384 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,811,382 | 1,486,384 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 933,247 | 1,037,577 |
U.S. government agency securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
U.S. government agency securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 933,247 | 1,037,577 |
U.S. government agency securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 44,996 | 1,163,813 |
Treasury bills | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Treasury bills | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 44,996 | 1,163,813 |
Treasury bills | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 25,978 | 1,037,577 |
U.S. government agency securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
U.S. government agency securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 25,978 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 9,987 | |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 9,987 | |
Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3,228 | |
Short-term investments | 5,875 | 16,220 |
Municipal securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Municipal securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3,228 | |
Short-term investments | 5,875 | 16,220 |
Municipal securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 498 | |
Certificates of deposit | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Certificates of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 498 | |
Certificates of deposit | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
IRLCs | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 6,888 | 12,342 |
IRLCs | Level 1 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
IRLCs | Level 2 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
IRLCs | Level 3 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 6,888 | 12,342 |
Forward contracts | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 2,692 | |
Derivative liability | (109) | (2,608) |
Forward contracts | Level 1 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Derivative liability | 0 | 0 |
Forward contracts | Level 2 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 2,692 | |
Derivative liability | (109) | (2,608) |
Forward contracts | Level 3 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Derivative liability | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in IRLCs (Details) - IRLCs - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Asset, Rollforward [Roll Forward] | ||||
Balance, beginning of the period | $ 6,413 | $ 5,091 | $ 12,342 | $ 937 |
Issuances | 23,006 | 19,232 | 57,427 | 34,739 |
Transfers | (23,426) | (18,725) | (63,865) | (31,867) |
Fair value changes recognized in earnings | 895 | 3,822 | 984 | 5,611 |
Balance, end of period | $ 6,888 | $ 9,420 | $ 6,888 | $ 9,420 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interest, minimum interest in credit risk, percentage | 5.00% | |
Measurement Input, Prepayment Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interest securitization, measurement input | 0 | |
Measurement Input, Discount Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interest securitization, measurement input | 0.08 | |
Mortgage Loans Held For Sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notional amount | $ 453.4 | $ 378.1 |
IRLCs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notional amount | $ 637.4 | $ 652.1 |
Cash and Cash Equivalents, In_3
Cash and Cash Equivalents, Investments and Restricted Cash - Amortized Cost, Gross Unrealized Gains and Losses, and Estimated Fair Market Value of Cash and Cash Equivalents and Available-for-Sale Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | $ 2,195,366 | $ 1,703,130 |
Short-term investments: | ||
Amortized Cost | 1,044,927 | |
Gross Unrealized Gains | 122 | |
Gross Unrealized Losses | (59) | |
Estimated Fair Market Value | 1,044,985 | |
Restricted cash | 331,019 | 75,805 |
Beneficial interest in securitization, at cost | 24,833 | |
Beneficial interest in securitization, accumulated gross unrealized gains, before tax | 69 | |
Beneficial interest in beneficial interest in securitization, accumulated gross unrealized loss, before tax | 0 | |
Beneficial interest in securitization | 24,902 | 0 |
Cash, cash equivalents, short-term investments, and restricted cash, amortized cost | 3,571,312 | 3,996,980 |
Debt securities, available-for-sale and beneficial interest in securitization, accumulated gross unrealized gain, before tax | 126 | |
Debt securities, available-for-sale and beneficial interest in securitization, accumulated gross unrealized loss, before tax | (68) | |
Cash, cash equivalents, short-term investments, and restricted cash, estimated fair market value | 3,571,370 | 3,997,043 |
U.S. government agency securities | ||
Short-term investments: | ||
Amortized Cost | 933,253 | |
Gross Unrealized Gains | 49 | |
Gross Unrealized Losses | (55) | |
Estimated Fair Market Value | 933,247 | 1,037,577 |
Treasury bills | ||
Short-term investments: | ||
Amortized Cost | 44,988 | 1,163,748 |
Gross Unrealized Gains | 8 | 65 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Market Value | 44,996 | 1,163,813 |
U.S. government agency securities | ||
Short-term investments: | ||
Amortized Cost | 25,988 | 1,037,572 |
Gross Unrealized Gains | 0 | 57 |
Gross Unrealized Losses | (10) | (52) |
Estimated Fair Market Value | 25,978 | 1,037,577 |
Commercial paper | ||
Short-term investments: | ||
Amortized Cost | 9,987 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Market Value | 9,987 | |
Municipal securities | ||
Short-term investments: | ||
Amortized Cost | 5,878 | 16,226 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (3) | (6) |
Estimated Fair Market Value | 5,875 | 16,220 |
Certificates of deposit | ||
Short-term investments: | ||
Amortized Cost | 498 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Market Value | 498 | |
Cash | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | 383,984 | 213,518 |
Money market funds | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | $ 1,811,382 | 1,486,384 |
Municipal securities | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | 3,228 | |
Cash and cash equivalents, at cost | 3,229 | |
Cash and cash equivalents, gross unrealized losses | $ (1) |
Cash and Cash Equivalents, In_4
Cash and Cash Equivalents, Investments and Restricted Cash - Available-for-sale Investments By Contractual Maturity Date (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Amortized Cost | |
Due in one year or less | $ 587,120 |
Due after one year | 457,807 |
Amortized Cost | 1,044,927 |
Estimated Fair Market Value | |
Due in one year or less | 587,164 |
Due after one year | 457,821 |
Estimated Fair Market Value | $ 1,044,985 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Inventory [Line Items] | |||||
Finished goods | $ 2,039,284 | $ 2,039,284 | $ 339,372 | ||
Work-in-process | 1,718,923 | 1,718,923 | 151,921 | ||
Inventory | 3,758,207 | 3,758,207 | $ 491,293 | ||
Inventory valuation adjustment | 304,359 | $ 0 | |||
Cost of revenue | 1,496,060 | $ 243,773 | 2,978,965 | $ 1,523,654 | |
Revision of Prior Period, Error Correction, Adjustment | |||||
Inventory [Line Items] | |||||
Inventory valuation adjustment | 304,400 | 304,400 | |||
Cost of revenue | $ 304,400 | $ 304,400 |
Contract Balances (Details)
Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||||
Contract asset | $ 67.1 | $ 67.1 | $ 20.8 | ||
Revenue recognized, recorded in deferred revenue as of prior period | $ 50.8 | $ 43.2 | $ 48.2 | $ 37 |
Contract Cost Assets (Details)
Contract Cost Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||||
Contract cost assets | $ 41,225,000 | $ 41,225,000 | $ 50,719,000 | ||
Impairment of contract cost assets | 0 | $ 0 | 0 | $ 0 | |
Capitalized contract cost, amortization | $ 11,700,000 | $ 9,500,000 | $ 31,874,000 | $ 26,554,000 |
Property and Equipment, net - D
Property and Equipment, net - Detail of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 317,799 | $ 309,937 |
Less: accumulated amortization and depreciation | (115,349) | (113,785) |
Property and equipment, net | 202,450 | 196,152 |
Website development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 150,457 | 95,466 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 103,142 | 110,280 |
Office equipment, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 31,482 | 39,607 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 19,445 | 20,433 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 13,273 | $ 44,151 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Amortization and depreciation expense related to property and equipment other than website development costs | $ 8.6 | $ 7.3 | $ 23.6 | $ 26.2 |
Capitalization of website development costs | 27.5 | 15 | 54 | 42.9 |
Amortization of website development costs and intangible assets included in technology and development | 13.2 | 12.8 | 39.5 | 37.7 |
Technology and development | Software Development | ||||
Property, Plant and Equipment [Line Items] | ||||
Amortization of website development costs and intangible assets included in technology and development | $ 8.3 | $ 6.2 | $ 24.7 | $ 17.6 |
Acquisition and Equity Invest_3
Acquisition and Equity Investment - Narrative (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Oct. 31, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Schedule of Equity Method Investments [Line Items] | ||||||||
Non-cash impairment charge | $ 0 | $ 0 | $ 0 | $ 76,800 | ||||
Proceeds from sale of equity securities without readily determinable fair value | $ 0 | $ 10,000 | ||||||
ShowingTime.com, Inc. | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Business combination, consideration transferred | $ 511,700 | |||||||
Business acquisition, pro forma revenue, percentage increase (decrease) | 1.00% | 2.00% | 1.00% | 2.00% | ||||
October 2016 Investment | Variable Interest Entity, Not Primary Beneficiary | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Percentage of equity interest held | 10.00% | 10.00% | ||||||
Equity investments | $ 10,000 | |||||||
Non-cash impairment charge | $ 5,300 | |||||||
Proceeds from sale of equity securities without readily determinable fair value | $ 10,000 | |||||||
Gain on sale of investment | $ 5,300 |
Acquisition and Equity Invest_4
Acquisition and Equity Investment - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Goodwill | $ 2,374,801 | $ 1,984,907 |
ShowingTime.com, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Cash and cash equivalents | 14,973 | |
Identifiable intangible assets | 111,100 | |
Goodwill | 389,894 | |
Other acquired assets | 6,119 | |
Deferred tax liability | (3,920) | |
Other assumed liabilities | (6,452) | |
Total preliminary estimated purchase price | $ 511,714 |
Acquisition and Equity Invest_5
Acquisition and Equity Investment - Estimated Fair Value of Identifiable Intangible Assets Acquired (Details) - ShowingTime.com, Inc. $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |
Preliminary Estimated Fair Value | $ 111,100 |
Customer relationships | |
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |
Preliminary Estimated Fair Value | $ 54,500 |
Estimated Weighted-Average Useful Life (in years) | 8 years |
Technology and Development | |
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |
Preliminary Estimated Fair Value | $ 47,600 |
Estimated Weighted-Average Useful Life (in years) | 4 years |
Trade names and trademarks | |
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |
Preliminary Estimated Fair Value | $ 9,000 |
Estimated Weighted-Average Useful Life (in years) | 10 years |
Goodwill - Goodwill Allocated t
Goodwill - Goodwill Allocated to Reportable Segments (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Goodwill [Line Items] | ||
Number of operating segments | Segment | 3 | |
Number of reportable segments | Segment | 3 | |
Goodwill | $ 2,374,801,000 | $ 1,984,907,000 |
IMT | ||
Goodwill [Line Items] | ||
Goodwill | 2,176,310,000 | 1,786,416,000 |
Mortgages segment | ||
Goodwill [Line Items] | ||
Goodwill | 198,491,000 | 198,491,000 |
Homes | ||
Goodwill [Line Items] | ||
Goodwill | $ 0 | $ 0 |
Intangible Assets, net - Intang
Intangible Assets, net - Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 379,343 | $ 298,472 |
Accumulated Amortization | (184,305) | (203,705) |
Net | 195,038 | 94,767 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 138,500 | 87,600 |
Accumulated Amortization | (79,035) | (73,301) |
Net | 59,465 | 14,299 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 133,664 | 86,064 |
Accumulated Amortization | (79,981) | (70,270) |
Net | 53,683 | 15,794 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 57,803 | 28,515 |
Accumulated Amortization | (15,458) | (11,483) |
Net | 42,345 | 17,032 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 45,500 | 36,500 |
Accumulated Amortization | (7,672) | (3,822) |
Net | 37,828 | 32,678 |
Intangibles-in-progress | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,319 | 11,863 |
Accumulated Amortization | 0 | 0 |
Net | 1,319 | 11,863 |
Purchased content | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,557 | 47,930 |
Accumulated Amortization | (2,159) | (44,829) |
Net | $ 398 | $ 3,101 |
Intangible Assets, net - Additi
Intangible Assets, net - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Amortization of website development costs and intangible assets included in technology and development | $ 13,200,000 | $ 12,800,000 | $ 39,500,000 | $ 37,700,000 | |
Non-cash impairment charge | 0 | 76,800,000 | |||
Indefinite-lived intangible asset | 108,000,000 | 108,000,000 | |||
Fair value of the intangible asset | $ 36,500,000 | $ 36,500,000 | |||
Trade names and trademarks | Trulia | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Non-cash impairment charge | $ 71,500,000 | $ 71,500,000 | |||
Useful life | 10 years |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Value of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 4,440,573 | $ 2,283,732 |
Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | 1,297,625 | 1,613,523 |
Convertible senior notes | 2026 Notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | $ 363,096 | 347,566 |
Stated Interest Rate | 1.375% | |
Convertible senior notes | 2025 Notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | $ 436,074 | 414,888 |
Stated Interest Rate | 2.75% | |
Convertible senior notes | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | $ 498,455 | 524,273 |
Stated Interest Rate | 0.75% | |
Convertible senior notes | 2023 Notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | $ 0 | 326,796 |
Stated Interest Rate | 1.50% | |
Homes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 2,900,000 | |
Total debt | 2,934,622 | 361,166 |
Homes | Securitization | 2021-1 Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 468,613 | 0 |
Mortgages segment | ||
Debt Instrument [Line Items] | ||
Warehouse line of credit | 208,326 | 309,043 |
Goldman Sachs Bank USA | Line of Credit | Homes | ||
Debt Instrument [Line Items] | ||
Short-term debt | 752,731 | 145,825 |
Citibank, N.A. | Mortgages segment | ||
Debt Instrument [Line Items] | ||
Short-term debt | 28,475 | 90,227 |
Citibank, N.A. | Line of Credit | Homes | ||
Debt Instrument [Line Items] | ||
Short-term debt | 955,000 | 87,103 |
Credit Suisse AG, Cayman Islands | Homes | Line of Credit | Variable Funding Line | ||
Debt Instrument [Line Items] | ||
Long-term debt | 32,515 | 0 |
Credit Suisse AG, Cayman Islands | Mortgages segment | ||
Debt Instrument [Line Items] | ||
Short-term debt | 128,177 | 149,913 |
Credit Suisse AG, Cayman Islands | Line of Credit | Homes | ||
Debt Instrument [Line Items] | ||
Short-term debt | 725,763 | 128,238 |
Comerica Bank | Line of Credit | Mortgages segment | ||
Debt Instrument [Line Items] | ||
Warehouse line of credit | $ 51,674 | $ 68,903 |
Debt - Schedule of Credit Facil
Debt - Schedule of Credit Facilities (Details) - USD ($) | Sep. 30, 2021 | Sep. 27, 2021 | Sep. 17, 2021 | Sep. 16, 2021 | Aug. 24, 2021 | Aug. 23, 2021 | Jul. 29, 2021 | Jul. 28, 2021 |
Homes | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Borrowing Capacity | $ 3,750,000,000 | |||||||
Goldman Sachs Bank USA | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Borrowing Capacity | $ 1,250,000,000 | $ 750,000,000 | $ 500,000,000 | |||||
Goldman Sachs Bank USA | Homes | Final Maturity Date, April 21, 2023 | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Borrowing Capacity | $ 1,250,000,000 | |||||||
Weighted-Average Interest Rate | 2.90% | |||||||
Citibank, N.A. | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Borrowing Capacity | $ 1,000,000,000 | $ 500,000,000 | ||||||
Citibank, N.A. | Homes | Final Maturity Date, December 9, 2023 | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Borrowing Capacity | $ 1,000,000,000 | |||||||
Weighted-Average Interest Rate | 2.83% | |||||||
Credit Suisse AG, Cayman Islands | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Borrowing Capacity | $ 1,500,000,000 | $ 500,000,000 | ||||||
Credit Suisse AG, Cayman Islands | Homes | Final Maturity Date, December 31, 2022 | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Borrowing Capacity | $ 1,500,000,000 | |||||||
Weighted-Average Interest Rate | 2.86% |
Debt - Narrative (Detail)
Debt - Narrative (Detail) | Aug. 11, 2021USD ($) | Jul. 06, 2021USD ($)shares | May 26, 2021USD ($)$ / shares | Jul. 31, 2021shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)day$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 27, 2021USD ($) | Sep. 17, 2021USD ($) | Sep. 16, 2021USD ($) | Aug. 24, 2021USD ($) | Aug. 23, 2021USD ($) | Jul. 29, 2021USD ($) | Jul. 28, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
Assets | $ 10,837,639,000 | $ 10,837,639,000 | $ 7,486,560,000 | ||||||||||||
Inventory | 3,758,207,000 | 3,758,207,000 | 491,293,000 | ||||||||||||
Restricted cash | 331,019,000 | 331,019,000 | 75,805,000 | ||||||||||||
Accounts receivable, net | 161,080,000 | 161,080,000 | 69,940,000 | ||||||||||||
Liabilities | 5,066,653,000 | 5,066,653,000 | 2,744,744,000 | ||||||||||||
Borrowings under credit facilities | 2,674,335,000 | 2,674,335,000 | 670,209,000 | ||||||||||||
Accrued expenses and other current liabilities | 261,547,000 | 261,547,000 | 94,487,000 | ||||||||||||
Beneficial interest in securitization | 24,902,000 | 24,902,000 | 0 | ||||||||||||
Variable Interest Entity, Primary Beneficiary | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Assets | 4,100,000,000 | 4,100,000,000 | 551,200,000 | ||||||||||||
Inventory | 3,800,000,000 | 3,800,000,000 | 491,300,000 | ||||||||||||
Restricted cash | 232,000,000 | 232,000,000 | 53,000,000 | ||||||||||||
Accounts receivable, net | 74,700,000 | 74,700,000 | 3,900,000 | ||||||||||||
Liabilities | 3,000,000,000 | 3,000,000,000 | 372,500,000 | ||||||||||||
Borrowings under credit facilities | 361,200,000 | ||||||||||||||
Accrued expenses and other current liabilities | 56,900,000 | 56,900,000 | 10,800,000 | ||||||||||||
Class C Capital Stock | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Settlement of convertible senior notes (in shares) | shares | 4,700,000 | ||||||||||||||
Convertible senior notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | 1,672,182,000 | 1,672,182,000 | |||||||||||||
Aggregate principal amount settled | $ 439,568,000 | ||||||||||||||
Shares of Class C capital stock issued (in shares) | shares | 6,264,925 | ||||||||||||||
Convertible Senior Notes due 2023, 2024, 2025 and 2026 | Convertible senior notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, convertible threshold trading days | day | 20 | ||||||||||||||
Debt instrument, threshold consecutive trading days | day | 30 | ||||||||||||||
Debt instrument, convertible threshold percentage | 130.00% | ||||||||||||||
2023 Notes | Convertible senior notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 0 | $ 0 | |||||||||||||
Stated interest rate | 1.50% | 1.50% | |||||||||||||
Debt instrument, notice for redemption of convertible debt, amount | $ 372,800,000 | ||||||||||||||
Conversion price per share (usd per share) | $ / shares | $ 78.37 | ||||||||||||||
Aggregate principal amount settled | $ 367,678,000 | $ 373,750,000 | |||||||||||||
Shares of Class C capital stock issued (in shares) | shares | 4,752,232 | ||||||||||||||
Cash paid for repurchase | $ 1,300,000 | ||||||||||||||
Debt conversion, converted instrument, rate | 1.27592% | ||||||||||||||
2023 Notes | Convertible senior notes | Debt Instrument, Redemption, Period One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount settled | $ 366,400,000 | ||||||||||||||
2023 Notes | Convertible senior notes | Debt Instrument, Redemption, Period Two | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Shares of Class C capital stock issued (in shares) | shares | 1,300,000 | ||||||||||||||
2023 Notes | Convertible senior notes | Class C Capital Stock | Debt Instrument, Redemption, Period One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Shares of Class C capital stock issued (in shares) | shares | 4,674,774 | ||||||||||||||
2024 Notes | Convertible senior notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 608,382,000 | $ 608,382,000 | |||||||||||||
Stated interest rate | 0.75% | 0.75% | |||||||||||||
Conversion price per share (usd per share) | $ / shares | $ 43.51 | $ 43.51 | |||||||||||||
Aggregate principal amount settled | $ 64,618,000 | ||||||||||||||
Shares of Class C capital stock issued (in shares) | shares | 1,485,114 | ||||||||||||||
2026 Notes | Convertible senior notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 498,800,000 | $ 498,800,000 | |||||||||||||
Stated interest rate | 1.375% | 1.375% | |||||||||||||
Conversion price per share (usd per share) | $ / shares | $ 43.51 | $ 43.51 | |||||||||||||
Aggregate principal amount settled | $ 1,200,000 | ||||||||||||||
Shares of Class C capital stock issued (in shares) | shares | 27,579 | ||||||||||||||
2021 Notes | Convertible senior notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount settled | $ 194,670,000 | ||||||||||||||
Shares of Class C capital stock issued (in shares) | shares | 753,936 | ||||||||||||||
Revolving Single-Family Homes Notes | Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from issuance of long-term debt | $ 450,000,000 | ||||||||||||||
Senior notes, issuance costs | 6,600,000 | ||||||||||||||
2021-1 Term Loan | Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | 480,000,000 | ||||||||||||||
Beneficial interest in securitization | 30,000,000 | ||||||||||||||
Weighted average interest rate | 3.41% | 3.41% | |||||||||||||
Borrower Loans | Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt, reinvestment period | 24 months | ||||||||||||||
2021-1, Fixed Rate Term Loan 1 | Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 370,500,000 | $ 370,500,000 | |||||||||||||
Stated interest rate | 2.3425% | 2.3425% | |||||||||||||
2021-1, Fixed Rate Term Loan 2 | Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 79,500,000 | $ 79,500,000 | |||||||||||||
Stated interest rate | 3.3524% | 3.3524% | |||||||||||||
2021-1, Single Principal Term Loan | Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 30,000,000 | $ 30,000,000 | |||||||||||||
Homes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt | 2,900,000,000 | 2,900,000,000 | |||||||||||||
Homes | 2021-1 Term Loan | Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt | 468,613,000 | 468,613,000 | 0 | ||||||||||||
Credit Suisse and Citibank, N.A | Mortgages segment | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Short-term debt | 166,300,000 | 166,300,000 | 240,100,000 | ||||||||||||
Goldman Sachs Bank USA | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 1,250,000,000 | $ 750,000,000 | $ 500,000,000 | ||||||||||||
Citibank, N.A. | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 500,000,000 | |||||||||||||
Citibank, N.A. | Mortgages segment | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Short-term debt | $ 28,475,000 | $ 28,475,000 | 90,227,000 | ||||||||||||
Credit Suisse AG, Cayman Islands | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 1,500,000,000 | $ 500,000,000 | |||||||||||||
Credit Suisse AG, Cayman Islands | Line of Credit | Variable Funding Line | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 65,000,000 | ||||||||||||||
Weighted average interest rate | 2.83% | 2.83% | |||||||||||||
Credit Suisse AG, Cayman Islands | Mortgages segment | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Short-term debt | $ 128,177,000 | $ 128,177,000 | 149,913,000 | ||||||||||||
Credit Suisse AG, Cayman Islands | Homes | Line of Credit | Variable Funding Line | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt | $ 32,515,000 | $ 32,515,000 | $ 0 |
Debt - Schedule of Warehouse Li
Debt - Schedule of Warehouse Lines of Credit (Details) - USD ($) | Sep. 30, 2021 | Sep. 17, 2021 | Sep. 16, 2021 | Aug. 24, 2021 | Aug. 23, 2021 |
Credit Suisse AG, Cayman Islands | |||||
Debt Instrument [Line Items] | |||||
Maximum Borrowing Capacity | $ 1,500,000,000 | $ 500,000,000 | |||
Citibank, N.A. | |||||
Debt Instrument [Line Items] | |||||
Maximum Borrowing Capacity | $ 1,000,000,000 | $ 500,000,000 | |||
Line of Credit | Mortgages segment | |||||
Debt Instrument [Line Items] | |||||
Maximum Borrowing Capacity | $ 460,000,000 | ||||
Line of Credit | Credit Suisse AG, Cayman Islands | Mortgages segment | |||||
Debt Instrument [Line Items] | |||||
Maximum Borrowing Capacity | $ 300,000,000 | ||||
Weighted-Average Interest Rate | 2.50% | ||||
Line of Credit | Citibank, N.A. | Mortgages segment | |||||
Debt Instrument [Line Items] | |||||
Maximum Borrowing Capacity | $ 100,000,000 | ||||
Weighted-Average Interest Rate | 1.83% | ||||
Line of Credit | Comerica Bank | Mortgages segment | |||||
Debt Instrument [Line Items] | |||||
Maximum Borrowing Capacity | $ 60,000,000 | ||||
Weighted-Average Interest Rate | 2.53% |
Debt - Summary of Term Loan Det
Debt - Summary of Term Loan Details (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Interest Expense | $ 44,737 | $ 39,470 | $ 123,722 | $ 114,652 |
Secured Debt | 2021-1 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Weighted average effective interest rate | 3.41% | 3.41% | ||
Unamortized Debt Discount and Debt Issuance Costs | $ 11,387 | $ 11,387 | ||
Fair value | 475,076 | $ 475,076 | ||
Contractual Coupon Interest | 1,607 | |||
Amortization of Debt Discount | 297 | |||
Amortization of Debt Issuance Costs | 360 | |||
Interest Expense | $ 2,264 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Senior Notes (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Interest Expense | $ 44,737,000 | $ 39,470,000 | $ 123,722,000 | $ 114,652,000 | |
Convertible senior notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | 1,672,182,000 | 1,672,182,000 | |||
Unamortized Debt Discount and Debt Issuance Costs | 374,557,000 | 374,557,000 | $ 498,227,000 | ||
Fair Value | 3,194,146,000 | 3,194,146,000 | 5,333,849,000 | ||
Contractual Coupon Interest | 6,760,000 | 9,652,000 | 23,140,000 | 24,646,000 | |
Amortization of Debt Discount | 20,362,000 | 26,252,000 | 68,431,000 | 71,404,000 | |
Amortization of Debt Issuance Costs | 776,000 | 1,416,000 | 3,079,000 | 4,010,000 | |
Interest Expense | 27,898,000 | 37,320,000 | 94,650,000 | 100,060,000 | |
Convertible senior notes | 2026 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | $ 498,800,000 | $ 498,800,000 | |||
Stated Interest Rate | 1.375% | 1.375% | |||
Effective Interest Rate | 8.10% | 8.10% | |||
Unamortized Debt Discount and Debt Issuance Costs | $ 135,704,000 | $ 135,704,000 | 152,434,000 | ||
Fair Value | 1,029,633,000 | 1,029,633,000 | 1,508,675,000 | ||
Contractual Coupon Interest | 1,715,000 | 1,719,000 | 5,147,000 | 5,157,000 | |
Amortization of Debt Discount | 5,432,000 | 5,022,000 | 15,981,000 | 14,768,000 | |
Amortization of Debt Issuance Costs | 133,000 | 123,000 | 392,000 | 361,000 | |
Interest Expense | 7,280,000 | 6,864,000 | 21,520,000 | 20,286,000 | |
Convertible senior notes | 2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | $ 565,000,000 | $ 565,000,000 | |||
Stated Interest Rate | 2.75% | 2.75% | |||
Effective Interest Rate | 10.32% | 10.32% | |||
Unamortized Debt Discount and Debt Issuance Costs | $ 128,926,000 | $ 128,926,000 | 150,112,000 | ||
Fair Value | 882,683,000 | 882,683,000 | 1,168,855,000 | ||
Contractual Coupon Interest | 3,884,000 | 3,884,000 | 11,652,000 | 5,891,000 | |
Amortization of Debt Discount | 6,877,000 | 6,205,000 | 20,112,000 | 9,353,000 | |
Amortization of Debt Issuance Costs | 367,000 | 331,000 | 1,074,000 | 499,000 | |
Interest Expense | 11,128,000 | 10,420,000 | 32,838,000 | 15,743,000 | |
Convertible senior notes | 2024 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | $ 608,382,000 | $ 608,382,000 | |||
Stated Interest Rate | 0.75% | 0.75% | |||
Effective Interest Rate | 7.68% | 7.68% | |||
Unamortized Debt Discount and Debt Issuance Costs | $ 109,927,000 | $ 109,927,000 | 148,727,000 | ||
Fair Value | 1,281,830,000 | 1,281,830,000 | 2,023,280,000 | ||
Contractual Coupon Interest | 1,141,000 | 1,262,000 | 3,522,000 | 3,772,000 | |
Amortization of Debt Discount | 8,053,000 | 8,251,000 | 24,380,000 | 24,207,000 | |
Amortization of Debt Issuance Costs | 276,000 | 283,000 | 835,000 | 828,000 | |
Interest Expense | 9,470,000 | 9,796,000 | 28,737,000 | 28,807,000 | |
Convertible senior notes | 2023 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | $ 0 | $ 0 | |||
Stated Interest Rate | 1.50% | 1.50% | |||
Effective Interest Rate | 6.99% | 6.99% | |||
Unamortized Debt Discount and Debt Issuance Costs | $ 0 | $ 0 | 46,954,000 | ||
Fair Value | 0 | 0 | $ 633,039,000 | ||
Contractual Coupon Interest | 20,000 | 1,402,000 | 2,819,000 | 4,206,000 | |
Amortization of Debt Discount | 0 | 3,814,000 | 7,958,000 | 11,260,000 | |
Amortization of Debt Issuance Costs | 0 | 373,000 | 778,000 | 1,100,000 | |
Interest Expense | 20,000 | 5,589,000 | 11,555,000 | 16,566,000 | |
Convertible senior notes | 2021 Notes | |||||
Debt Instrument [Line Items] | |||||
Contractual Coupon Interest | 0 | 1,326,000 | 0 | 5,429,000 | |
Amortization of Debt Discount | 0 | 2,960,000 | 0 | 11,816,000 | |
Amortization of Debt Issuance Costs | 0 | 306,000 | 0 | 1,222,000 | |
Interest Expense | 0 | 4,592,000 | 0 | 18,467,000 | |
Convertible senior notes | 2020 Notes | |||||
Debt Instrument [Line Items] | |||||
Contractual Coupon Interest | 0 | 59,000 | 0 | 191,000 | |
Amortization of Debt Discount | 0 | 0 | 0 | 0 | |
Amortization of Debt Issuance Costs | 0 | 0 | 0 | 0 | |
Interest Expense | $ 0 | $ 59,000 | $ 0 | $ 191,000 |
Debt - Summary of Conversion an
Debt - Summary of Conversion and Redemption Options and Details Related to Capped Call Confirmations (Details) - Convertible senior notes | 9 Months Ended | |
Sep. 30, 2021$ / shares | May 26, 2021$ / shares | |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Conversion Rate | 0.0229830 | |
Conversion price per share (usd per share) | $ 43.51 | |
Initial cap price (usd per share) | $ 80.5750 | |
Cap Price Premium | 150.00% | |
2025 Notes | ||
Debt Instrument [Line Items] | ||
Conversion Rate | 0.0148810 | |
Conversion price per share (usd per share) | $ 67.20 | |
2024 Notes | ||
Debt Instrument [Line Items] | ||
Conversion Rate | 0.0229830 | |
Conversion price per share (usd per share) | $ 43.51 | |
Initial cap price (usd per share) | $ 72.5175 | |
Cap Price Premium | 125.00% | |
2023 Notes | ||
Debt Instrument [Line Items] | ||
Conversion price per share (usd per share) | $ 78.37 | |
Initial cap price (usd per share) | $ 105.45 | |
Cap Price Premium | 85.00% | |
2021 Notes | ||
Debt Instrument [Line Items] | ||
Initial cap price (usd per share) | $ 69.19 | |
Cap Price Premium | 85.00% |
Debt - Summary of Convertible D
Debt - Summary of Convertible Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Cash paid | $ 1,297 | $ 194,670 | ||
Loss on extinguishment of debt: | ||||
Gain (loss) on extinguishment of debt | $ (14,785) | $ 0 | (17,119) | 6,391 |
Convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount settled | 439,568 | |||
Cash paid | $ 1,297 | |||
Shares of Class C capital stock issued (in shares) | 6,264,925 | |||
Total fair value of consideration transferred | $ 776,579 | |||
Loss on extinguishment of debt: | ||||
Consideration allocated to liability component | 403,239 | |||
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 386,120 | |||
Gain (loss) on extinguishment of debt | 17,119 | |||
Consideration allocated to the equity component | 373,340 | |||
2023 Notes | Convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount settled | 367,678 | 373,750 | ||
Cash paid | 1,297 | $ 1,297 | ||
Shares of Class C capital stock issued (in shares) | 4,752,232 | |||
Total fair value of consideration transferred | 562,173 | $ 571,897 | ||
Loss on extinguishment of debt: | ||||
Consideration allocated to liability component | 343,593 | 349,241 | ||
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 328,808 | 334,245 | ||
Gain (loss) on extinguishment of debt | 14,785 | 14,996 | ||
Consideration allocated to the equity component | $ 218,580 | 222,656 | ||
2024 Notes | Convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount settled | 64,618 | |||
Cash paid | $ 0 | |||
Shares of Class C capital stock issued (in shares) | 1,485,114 | |||
Total fair value of consideration transferred | $ 200,478 | |||
Loss on extinguishment of debt: | ||||
Consideration allocated to liability component | 53,115 | |||
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 51,032 | |||
Gain (loss) on extinguishment of debt | 2,083 | |||
Consideration allocated to the equity component | 147,363 | |||
2026 Notes | Convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount settled | 1,200 | |||
Cash paid | $ 0 | |||
Shares of Class C capital stock issued (in shares) | 27,579 | |||
Total fair value of consideration transferred | $ 4,204 | |||
Loss on extinguishment of debt: | ||||
Consideration allocated to liability component | 883 | |||
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 843 | |||
Gain (loss) on extinguishment of debt | 40 | |||
Consideration allocated to the equity component | $ 3,321 | |||
2021 Notes | Convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount settled | 194,670 | |||
Cash paid | $ 194,670 | |||
Shares of Class C capital stock issued (in shares) | 753,936 | |||
Total fair value of consideration transferred | $ 230,859 | |||
Loss on extinguishment of debt: | ||||
Consideration allocated to liability component | 172,886 | |||
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 179,277 | |||
Gain (loss) on extinguishment of debt | (6,391) | |||
Consideration allocated to the equity component | $ 57,973 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Schedule Of Income Tax [Line Items] | ||||||
Income tax expense (benefit) | $ (11,011,000) | $ 425,000 | $ (591,000) | $ (8,124,000) | ||
Non-cash impairment charge | $ 0 | 76,800,000 | ||||
Trulia | ||||||
Schedule Of Income Tax [Line Items] | ||||||
Income tax expense (benefit) | (8,100,000) | |||||
Trulia | Trade names and trademarks | ||||||
Schedule Of Income Tax [Line Items] | ||||||
Income tax expense (benefit) | (9,700,000) | |||||
Non-cash impairment charge | $ 71,500,000 | $ 71,500,000 | ||||
Federal | ||||||
Schedule Of Income Tax [Line Items] | ||||||
Net operating loss carryforwards | $ 1,700,000,000 | |||||
State | ||||||
Schedule Of Income Tax [Line Items] | ||||||
Net operating loss carryforwards | $ 53,200,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | Feb. 17, 2021USD ($) | Sep. 30, 2021shares | Sep. 30, 2021Voteshares | Dec. 31, 2020shares |
Class of Stock [Line Items] | ||||
Preferred stock, issued (in shares) | 0 | 0 | 0 | |
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | |
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock holders voting right | Vote | 1 | |||
Conversion of common stock conversion ratio | 1 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock holders voting right | Vote | 10 | |||
Class C Capital Stock | Equity Distribution Agreement | ||||
Class of Stock [Line Items] | ||||
Sale of stock, maximum consideration on transaction | $ | $ 1,000,000,000 | |||
Shares of Class C capital stock sold (in shares) | 0 | 3,163,502 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Equity Distribution (Details) - Class C Capital Stock - Equity Distribution Agreement - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||
Shares of Class C capital stock sold (in shares) | 0 | 3,163,502 |
Weighted-average issuance price per share (usd per share) | $ 174.0511 | |
Gross proceeds | $ 550,611 | |
Net proceeds from sale of stock | 544,600 | |
Payments for commissions | $ 6,100 |
Share-Based Awards - Summary of
Share-Based Awards - Summary of Option Award (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Shares Subject to Existing Options | ||
Beginning Balance (in shares) | shares | 20,051,051 | |
Granted (in shares) | shares | 8,821,381 | |
Exercised (in shares) | shares | (2,524,170) | |
Forfeited or cancelled (in shares) | shares | (910,178) | |
Ending Balance (in shares) | shares | 25,438,084 | 20,051,051 |
Vested and exercisable (in shares) | shares | 11,590,546 | |
Weighted- Average Exercise Price Per Share | ||
Beginning Balance (usd per share) | $ / shares | $ 42.68 | |
Granted (usd per share) | $ / shares | 131.98 | |
Exercised (usd per share) | $ / shares | 38.65 | |
Forfeited or cancelled (usd per share) | $ / shares | 74.84 | |
Ending Balance (usd per share) | $ / shares | 72.89 | $ 42.68 |
Vested and exercisable (usd per share) | $ / shares | $ 48.58 | |
Weighted- Average Remaining Contractual Life (Years) | ||
Weighted-Average Remaining Contractual Life, Outstanding | 7 years 6 months 18 days | 7 years 2 months 19 days |
Weighted-Average Remaining Contractual Life, Vested and exercisable | 6 years 2 months 1 day | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Outstanding | $ | $ 774,667 | $ 1,751,105 |
Aggregate Intrinsic Value, Vested and exercisable | $ | $ 505,804 |
Share-Based Awards - Fair Value
Share-Based Awards - Fair Value of Options Granted, Estimated at Date of Grant Using Black Scholes Merton Option Pricing Model (Detail) - Option awards - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 55.00% | 52.00% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.76% | 0.22% | ||
Weighted-average expected life | 4 years 9 months | 4 years 6 months | ||
Weighted-average fair value of options granted (usd per share) | $ 45.40 | $ 37.09 | $ 58.96 | $ 21.35 |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 52.00% | 45.00% | ||
Risk-free interest rate | 0.57% | 0.22% | ||
Weighted-average expected life | 4 years 6 months | 4 years 6 months | ||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 56.00% | 52.00% | ||
Risk-free interest rate | 0.90% | 0.93% | ||
Weighted-average expected life | 5 years 9 months | 5 years 6 months |
Share-Based Awards - Additional
Share-Based Awards - Additional Information (Details) $ in Millions | Sep. 30, 2021USD ($) |
Option awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized cost of unvested share-based compensation awards | $ 541.5 |
Unvested restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation cost | $ 364.4 |
Share-Based Awards - Summary _2
Share-Based Awards - Summary of Restricted Stock Units Activity (Detail) - Unvested restricted stock units | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Restricted Stock Units | |
Beginning balance (in shares) | shares | 7,316,557 |
Granted (in shares) | shares | 1,558,892 |
Vested (in shares) | shares | (2,304,124) |
Forfeited (in shares) | shares | (699,512) |
Ending balance (in shares) | shares | 5,871,813 |
Weighted- Average Grant- Date Fair Value | |
Unvested outstanding, beginning balance (usd per share) | $ / shares | $ 48.14 |
Granted (usd per share) | $ / shares | 124.70 |
Vested (usd per share) | $ / shares | 49.54 |
Forfeited (usd per share) | $ / shares | 58.88 |
Unvested outstanding, ending balance (usd per share) | $ / shares | $ 66.64 |
Share-Based Awards - Effects of
Share-Based Awards - Effects of Share Based Compensation in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | $ 79,405 | $ 48,959 | $ 231,473 | $ 145,105 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | 2,573 | 1,855 | 8,233 | 4,621 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | 12,733 | 8,631 | 35,970 | 24,740 |
Technology and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | 28,077 | 19,555 | 89,119 | 59,664 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | $ 36,022 | $ 18,918 | $ 98,151 | $ 56,080 |
Net Income (Loss) Per Share - M
Net Income (Loss) Per Share - Maximum Number of Shares and Conversion Price (Details) - Convertible senior notes shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
September 1, 2026 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion Spread (in shares) | shares | 11,464 |
Conversion price per share (usd per share) | $ / shares | $ 43.51 |
May 15, 2025 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion Spread (in shares) | shares | 8,408 |
Conversion price per share (usd per share) | $ / shares | $ 67.20 |
September 1, 2024 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion Spread (in shares) | shares | 13,983 |
Conversion price per share (usd per share) | $ / shares | $ 43.51 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Denominators Used in Basic and Diluted Per Share Calculations (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Denominator for basic calculation (in shares) | 254,074 | 229,719 | 248,564 | 219,989 |
Denominator for dilutive calculation (in shares) | 254,074 | 242,632 | 248,564 | 219,989 |
Option awards | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities, share-based payment arrangements (in shares) | 0 | 8,933 | 0 | 0 |
Unvested restricted stock units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities, share-based payment arrangements (in shares) | 0 | 3,980 | 0 | 0 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Class A Common Stock and Class C Capital Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total Class A common stock and Class C capital stock equivalents (in shares) | 57,417 | 46,097 | 62,979 | 53,654 |
Class A Common Stock and Class C Capital Stock | Weighted-average | Option awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total Class A common stock and Class C capital stock equivalents (in shares) | 17,339 | 518 | 18,218 | 27,333 |
Class A Common Stock and Class C Capital Stock | Weighted-average | Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total Class A common stock and Class C capital stock equivalents (in shares) | 6,151 | 62 | 6,735 | 8,367 |
Class A Common Stock | Convertible notes maturing in 2020 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total Class A common stock and Class C capital stock equivalents (in shares) | 0 | 314 | 0 | 374 |
Class C Capital Stock | Convertible notes maturing in 2023, 2024, 2025 and 2026 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total Class A common stock and Class C capital stock equivalents (in shares) | 33,927 | 45,203 | 38,026 | 17,580 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Aug. 31, 2021patent | Jul. 15, 2021patent | Sep. 30, 2021USD ($) | Jul. 23, 2021patent | Mar. 15, 2021patent | Dec. 31, 2020USD ($) | Sep. 18, 2020patent | Sep. 18, 2020petition | Jul. 21, 2020patent | Sep. 17, 2019patent | Feb. 28, 2018claim | Feb. 16, 2018claim | Feb. 05, 2018claim | Sep. 30, 2017claim |
Other Commitments [Line Items] | ||||||||||||||
Outstanding letters of credit | $ 16.9 | |||||||||||||
Outstanding surety bonds | 10.9 | $ 10.1 | ||||||||||||
Number of patents infringed | patent | 2 | 3 | 5 | 7 | ||||||||||
Number of petitions filed | 1 | 4 | 4 | |||||||||||
Loss contingency, patents found not infringed, number | patent | 2 | 2 | ||||||||||||
Loss contingency, patents vacated | patent | 1 | |||||||||||||
Class Action Lawsuits | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Number of pending claims | claim | 2 | |||||||||||||
Shareholder Derivative Lawsuits | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Number of pending claims | claim | 4 | 2 | 2 | |||||||||||
Homes under contract to purchase that have not closed | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Value of homes under contract that have not closed | 3,300 | |||||||||||||
Non-refundable escrow deposits | $ 7.7 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - Zillow Merger - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Company's contribution based on employee contribution (up to) | 4.00% | |||
Company's expense related to its defined contribution 401(k) retirement plans | $ 8.3 | $ 6.1 | $ 24 | $ 18.9 |
Segment Information and Reven_3
Segment Information and Revenue - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 3 |
Segment Information and Reven_4
Segment Information and Revenue - Revenue Categories (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 1,736,643 | $ 656,692 | $ 4,265,063 | $ 2,550,865 |
Cost of revenue | 1,496,060 | 243,773 | 2,978,965 | 1,523,654 |
Gross profit | 240,583 | 412,919 | 1,286,098 | 1,027,211 |
Operating expenses: | ||||
Sales and marketing | 294,354 | 155,894 | 721,743 | 525,005 |
Technology and development | 111,491 | 94,774 | 360,255 | 292,762 |
General and administrative | 113,130 | 85,804 | 328,686 | 263,384 |
Impairment costs | 0 | 0 | 0 | 76,800 |
Acquisition-related costs | 3,235 | 0 | 7,723 | 0 |
Total operating expenses | 522,210 | 336,472 | 1,418,407 | 1,157,951 |
Income (loss) from operations | (281,627) | 76,447 | (132,309) | (130,740) |
Other income | 1,964 | 3,018 | 5,990 | 22,726 |
Interest expense | (44,737) | (39,470) | (123,722) | (114,652) |
Income (loss) before income taxes | (339,185) | 39,995 | (267,160) | (216,275) |
Operating Segments | ||||
Operating expenses: | ||||
Income (loss) before income taxes | (297,096) | 74,933 | (157,273) | (138,809) |
Homes | ||||
Revenue: | ||||
Total revenue | 1,186,158 | 187,105 | 2,667,455 | 1,411,230 |
Cost of revenue | 1,422,899 | 183,056 | 2,775,024 | 1,353,715 |
Homes | Operating Segments | ||||
Revenue: | ||||
Total revenue | 1,186,158 | 187,105 | 2,667,455 | 1,411,230 |
Cost of revenue | 1,422,899 | 183,056 | 2,775,024 | 1,353,715 |
Gross profit | (236,741) | 4,049 | (107,569) | 57,515 |
Operating expenses: | ||||
Sales and marketing | 106,877 | 32,714 | 227,687 | 152,171 |
Technology and development | 28,884 | 25,028 | 92,381 | 79,843 |
General and administrative | 33,647 | 20,327 | 86,994 | 65,628 |
Impairment costs | 0 | 0 | ||
Acquisition-related costs | 0 | 0 | 0 | 0 |
Total operating expenses | 169,408 | 78,069 | 407,062 | 297,642 |
Income (loss) from operations | (406,149) | (74,020) | (514,631) | (240,127) |
Other income | 274 | 0 | 274 | 0 |
Interest expense | (15,729) | (1,597) | (25,067) | (13,506) |
Income (loss) before income taxes | (421,604) | (75,617) | (539,424) | (253,633) |
Homes | Zillow Offers | Operating Segments | ||||
Revenue: | ||||
Total revenue | 1,172,693 | 185,904 | 2,645,697 | 1,408,832 |
Homes | Premier Agent | Operating Segments | ||||
Revenue: | ||||
Total revenue | 0 | 0 | 0 | 0 |
Homes | Other | Operating Segments | ||||
Revenue: | ||||
Total revenue | 13,465 | 1,201 | 21,758 | 2,398 |
Homes | Mortgages | Operating Segments | ||||
Revenue: | ||||
Total revenue | 0 | 0 | 0 | 0 |
IMT | ||||
Revenue: | ||||
Total revenue | 480,195 | 415,389 | 1,402,613 | 1,026,394 |
Cost of revenue | 51,371 | 49,992 | 141,852 | 145,399 |
IMT | Operating Segments | ||||
Revenue: | ||||
Total revenue | 480,195 | 415,389 | 1,402,613 | 1,026,394 |
Cost of revenue | 51,371 | 49,992 | 141,852 | 145,399 |
Gross profit | 428,824 | 365,397 | 1,260,761 | 880,995 |
Operating expenses: | ||||
Sales and marketing | 158,665 | 107,900 | 412,892 | 332,919 |
Technology and development | 75,051 | 64,075 | 243,533 | 195,940 |
General and administrative | 61,722 | 53,466 | 189,314 | 165,921 |
Impairment costs | 0 | 73,900 | ||
Acquisition-related costs | 3,235 | 0 | 7,723 | 0 |
Total operating expenses | 298,673 | 225,441 | 853,462 | 768,680 |
Income (loss) from operations | 130,151 | 139,956 | 407,299 | 112,315 |
Other income | 0 | 0 | 0 | 5,300 |
Interest expense | 0 | 0 | 0 | 0 |
Income (loss) before income taxes | 130,151 | 139,956 | 407,299 | 117,615 |
IMT | Zillow Offers | Operating Segments | ||||
Revenue: | ||||
Total revenue | 0 | 0 | 0 | 0 |
IMT | Premier Agent | Operating Segments | ||||
Revenue: | ||||
Total revenue | 358,852 | 298,673 | 1,041,924 | 732,741 |
IMT | Other | Operating Segments | ||||
Revenue: | ||||
Total revenue | 121,343 | 116,716 | 360,689 | 293,653 |
IMT | Mortgages | Operating Segments | ||||
Revenue: | ||||
Total revenue | 0 | 0 | 0 | 0 |
Mortgages segment | ||||
Revenue: | ||||
Total revenue | 70,290 | 54,198 | 194,995 | 113,241 |
Cost of revenue | 21,790 | 10,725 | 62,089 | 24,540 |
Mortgages segment | Operating Segments | ||||
Revenue: | ||||
Total revenue | 70,290 | 54,198 | 194,995 | 113,241 |
Cost of revenue | 21,790 | 10,725 | 62,089 | 24,540 |
Gross profit | 48,500 | 43,473 | 132,906 | 88,701 |
Operating expenses: | ||||
Sales and marketing | 28,812 | 15,280 | 81,164 | 39,915 |
Technology and development | 7,556 | 5,671 | 24,341 | 16,979 |
General and administrative | 17,761 | 12,011 | 52,378 | 31,835 |
Impairment costs | 0 | 2,900 | ||
Acquisition-related costs | 0 | 0 | 0 | 0 |
Total operating expenses | 54,129 | 32,962 | 157,883 | 91,629 |
Income (loss) from operations | (5,629) | 10,511 | (24,977) | (2,928) |
Other income | 1,096 | 636 | 3,834 | 1,223 |
Interest expense | (1,110) | (553) | (4,005) | (1,086) |
Income (loss) before income taxes | (5,643) | 10,594 | (25,148) | (2,791) |
Mortgages segment | Zillow Offers | Operating Segments | ||||
Revenue: | ||||
Total revenue | 0 | 0 | 0 | 0 |
Mortgages segment | Premier Agent | Operating Segments | ||||
Revenue: | ||||
Total revenue | 0 | 0 | 0 | 0 |
Mortgages segment | Other | Operating Segments | ||||
Revenue: | ||||
Total revenue | 0 | 0 | 0 | 0 |
Mortgages segment | Mortgages | Operating Segments | ||||
Revenue: | ||||
Total revenue | $ 70,290 | $ 54,198 | $ 194,995 | $ 113,241 |
Segment Information and Reven_5
Segment Information and Revenue - Depreciation and Amortization Expense and Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Depreciation and amortization | $ 88,128 | $ 81,977 | ||
Share-based compensation | 231,473 | 145,105 | ||
Homes | Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Depreciation and amortization | $ 5,357 | $ 3,029 | 14,383 | 9,201 |
Share-based compensation | 20,009 | 11,815 | 56,425 | 35,847 |
IMT | Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Depreciation and amortization | 22,747 | 22,074 | 67,703 | 67,889 |
Share-based compensation | 50,737 | 33,435 | 150,491 | 98,940 |
Mortgages segment | Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Depreciation and amortization | 2,142 | 1,675 | 6,042 | 4,887 |
Share-based compensation | $ 8,659 | $ 3,709 | $ 24,557 | $ 10,318 |
Segment Information and Reven_6
Segment Information and Revenue - Reconciliation of Segment Gross Profit and Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment income (loss) before income taxes | $ (339,185) | $ 39,995 | $ (267,160) | $ (216,275) |
Corporate interest expense | (44,737) | (39,470) | (123,722) | (114,652) |
Corporate other income | 1,964 | 3,018 | 5,990 | 22,726 |
Gain (loss) on extinguishment of debt | (14,785) | 0 | (17,119) | 6,391 |
Consolidated income (loss) before income taxes | (339,185) | 39,995 | (267,160) | (216,275) |
Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment income (loss) before income taxes | (297,096) | 74,933 | (157,273) | (138,809) |
Consolidated income (loss) before income taxes | (297,096) | 74,933 | (157,273) | (138,809) |
Corporate | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Corporate interest expense | (27,898) | (37,320) | (94,650) | (100,060) |
Corporate other income | $ 594 | $ 2,382 | $ 1,882 | $ 16,203 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) | Nov. 02, 2021 | Oct. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 17, 2021 | Sep. 16, 2021 | Aug. 11, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||
Beneficial interest in securitization | $ 24,902,000 | $ 24,902,000 | $ 0 | ||||||
Inventory write-down | $ 304,359,000 | $ 0 | |||||||
Zillow Offers Business | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | |||||||||
Subsequent Event [Line Items] | |||||||||
Inventory write-down | $ 304,400,000 | ||||||||
Credit Suisse AG, Cayman Islands | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,500,000,000 | $ 500,000,000 | |||||||
Line of Credit | Credit Suisse AG, Cayman Islands | Variable Funding Line | |||||||||
Subsequent Event [Line Items] | |||||||||
Weighted average interest rate | 2.83% | 2.83% | |||||||
Maximum borrowing capacity | $ 65,000,000 | ||||||||
Subsequent Event | Zillow Offers Business | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | |||||||||
Subsequent Event [Line Items] | |||||||||
Reduction in workforce, percentage | 25.00% | ||||||||
Subsequent Event | Line of Credit | Credit Suisse AG, Cayman Islands | Variable Funding Line | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 75,000,000 | ||||||||
Subsequent Event | 2021-2 Term Loan | Secured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from issuance of long-term debt | $ 700,000,000 | ||||||||
Long-term debt, term | 36 months | ||||||||
Long term debt, reinvestment period | 30 months | ||||||||
Aggregate principal amount | $ 749,000,000 | ||||||||
Beneficial interest in securitization | 49,000,000 | ||||||||
Subsequent Event | 2021-2, Fixed Rate Term Loan | Secured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate principal amount | $ 700,000,000 | ||||||||
Weighted average interest rate | 2.63% | ||||||||
Subsequent Event | 2021-2, Single Principal Term Loan | Secured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate principal amount | $ 49,000,000 |