Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 28, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ZG | |
Entity Registrant Name | Zillow Group, Inc. | |
Entity Central Index Key | 1,617,640 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 53,832,528 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,217,447 | |
Class C Capital Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 120,092,444 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 155,210 | $ 229,138 |
Short-term investments | 264,933 | 291,151 |
Accounts receivable, net of allowance for doubtful accounts of $993 and $3,378 at June 30, 2016 and December 31, 2015, respectively | 35,494 | 29,789 |
Prepaid expenses and other current assets | 15,728 | 24,016 |
Total current assets | 471,365 | 574,094 |
Restricted cash | 1,053 | 3,015 |
Property and equipment, net | 98,799 | 89,639 |
Goodwill | 1,919,777 | 1,909,167 |
Intangible assets, net | 539,965 | 554,765 |
Other assets | 6,142 | 5,020 |
Total assets | 3,037,101 | 3,135,700 |
Current liabilities: | ||
Accounts payable | 17,144 | 3,361 |
Accrued expenses and other current liabilities | 48,475 | 43,047 |
Accrued compensation and benefits | 24,303 | 11,392 |
Deferred revenue | 25,651 | 21,450 |
Deferred rent, current portion | 1,215 | 1,172 |
Total current liabilities | 116,788 | 80,422 |
Deferred rent, net of current portion | 15,020 | 13,743 |
Long-term debt | 230,000 | 230,000 |
Deferred tax liabilities and other long-term liabilities | 132,521 | 132,482 |
Total liabilities | 494,329 | 456,647 |
Commitments and contingencies (Note 14) | ||
Shareholders' equity: | ||
Preferred stock, $0.0001 par value; 30,000,000 shares authorized as of June 30, 2016 and December 31, 2015; no shares issued and outstanding as of June 30, 2016 and December 31, 2015 | ||
Additional paid-in capital | 3,022,736 | 2,956,111 |
Accumulated other comprehensive income (loss) | 377 | (471) |
Accumulated deficit | (480,359) | (276,605) |
Total shareholders' equity | 2,542,772 | 2,679,053 |
Total liabilities and shareholders' equity | 3,037,101 | 3,135,700 |
Class A Common Stock | ||
Shareholders' equity: | ||
Common stock | 5 | 5 |
Class B Common Stock | ||
Shareholders' equity: | ||
Common stock | 1 | 1 |
Class C Capital Stock | ||
Shareholders' equity: | ||
Common stock | $ 12 | $ 12 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts receivable, allowance for doubtful accounts | $ 993 | $ 3,378 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,245,000,000 | 1,245,000,000 |
Common stock, shares issued | 53,770,787 | 53,299,111 |
Common stock, shares outstanding | 53,770,787 | 53,299,111 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 6,217,447 | 6,217,447 |
Common stock, shares outstanding | 6,217,447 | 6,217,447 |
Class C Capital Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 119,983,904 | 118,958,359 |
Common stock, shares outstanding | 119,983,904 | 118,958,359 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Income Statement [Abstract] | |||||
Revenue | $ 208,403 | $ 171,269 | $ 394,385 | $ 298,542 | |
Costs and expenses: | |||||
Cost of revenue (exclusive of amortization) | [1] | 17,220 | 17,037 | 33,672 | 30,056 |
Sales and marketing | 99,256 | 87,942 | 198,016 | 147,228 | |
Technology and development | 67,421 | 51,740 | 131,838 | 89,065 | |
General and administrative | 179,632 | 43,810 | 233,469 | 81,834 | |
Acquisition-related costs | 204 | 1,679 | 797 | 14,156 | |
Restructuring costs | 6,652 | 31,717 | |||
Total costs and expenses | 363,733 | 208,860 | 597,792 | 394,056 | |
Loss from operations | (155,330) | (37,591) | (203,407) | (95,514) | |
Other income | 753 | 450 | 1,434 | 719 | |
Interest expense | (1,572) | (1,580) | (3,145) | (2,310) | |
Loss before income taxes | (156,149) | (38,721) | (205,118) | (97,105) | |
Income tax benefit | 1,364 | ||||
Net loss | $ (156,149) | $ (38,721) | $ (203,754) | $ (97,105) | |
Net loss per share - basic and diluted | $ (0.87) | $ (0.22) | $ (1.14) | $ (0.60) | |
Weighted-average shares outstanding - basic and diluted | 179,451 | 176,142 | 179,067 | 161,847 | |
[1] | Amortization of website development costs and intangible assets included in technology and development |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Amortization of website development costs and intangible assets included in technology and development | $ 20,845 | $ 17,117 | $ 40,904 | $ 28,899 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (156,149) | $ (38,721) | $ (203,754) | $ (97,105) |
Other comprehensive income (loss): | ||||
Unrealized gains (losses) on investments | 202 | (19) | 843 | 130 |
Reclassification adjustment for net gains (losses) from investments included in net loss | 6 | (3) | 5 | (13) |
Net unrealized gains (losses) on investments | 208 | (22) | 848 | 117 |
Total other comprehensive income (loss) | 208 | (22) | 848 | 117 |
Comprehensive loss | $ (155,941) | $ (38,743) | $ (202,906) | $ (96,988) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities | ||
Net loss | $ (203,754) | $ (97,105) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities, net of amounts assumed in connection with acquisitions: | ||
Depreciation and amortization | 49,357 | 34,447 |
Share-based compensation expense | 53,867 | 52,887 |
Restructuring costs | 18,147 | |
Release of valuation allowance on certain deferred tax assets | 1,364 | |
Loss on disposal of property and equipment | 2,170 | 499 |
Bad debt expense | 927 | 1,605 |
Deferred rent | 1,321 | 2,310 |
Amortization of bond premium | 808 | 1,593 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,608) | (5,026) |
Prepaid expenses and other assets | 7,122 | 8,494 |
Accounts payable | 13,743 | (2,516) |
Accrued expenses and other current liabilities | 5,005 | 13 |
Accrued compensation and benefits | 12,877 | (3,259) |
Accrued restructuring costs | (169) | 1,425 |
Deferred revenue | 4,190 | (366) |
Other long-term liabilities | (2,749) | 2,998 |
Net cash provided by (used in) operating activities | (60,529) | 16,146 |
Investing activities | ||
Proceeds from maturities of investments | 105,440 | 165,723 |
Purchases of investments | (83,976) | (164,718) |
Proceeds from sales of investments | 4,795 | 4,979 |
Decrease in restricted cash, net of amounts assumed in connection with an acquisition | 1,962 | 312 |
Purchases of property and equipment | (33,393) | (25,546) |
Purchases of intangible assets | (3,321) | (8,006) |
Cash acquired in acquisition, net | 173,406 | |
Cash paid for acquisition, net | (12,357) | |
Net cash provided by (used in) investing activities | (20,850) | 146,150 |
Financing activities | ||
Proceeds from exercise of stock options | 7,737 | 14,722 |
Value of equity awards withheld for tax liability | (286) | (511) |
Net cash provided by financing activities | 7,451 | 14,211 |
Net increase (decrease) in cash and cash equivalents during period | (73,928) | 176,507 |
Cash and cash equivalents at beginning of period | 229,138 | 125,765 |
Cash and cash equivalents at end of period | 155,210 | 302,272 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 3,163 | 3,163 |
Noncash transactions: | ||
Value of Class A common stock issued in connection with an acquisition | 1,883,728 | |
Capitalized share-based compensation | 5,304 | 4,783 |
Write-off of fully depreciated property and equipment | $ 9,986 | $ 13,001 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Zillow Group, Inc. operates the leading real estate and home-related information marketplaces on mobile and the Web, with a complementary portfolio of brands and products to help people find vital information about homes and connect with local professionals. Zillow Group’s brands focus on all stages of the home lifecycle: renting, buying, selling, financing and home improvement. The Zillow Group portfolio of consumer brands includes real estate and rental marketplaces Zillow, Trulia, StreetEasy, HotPads and Naked Apartments. In addition, Zillow Group works with tens of thousands of real estate agents, lenders and rental professionals, helping maximize business opportunities and connect to millions of consumers. We also own and operate a number of brands for real estate, rental and mortgage professionals, including DotLoop, Mortech and Retsly. 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: our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments; rates of revenue growth; engagement and usage of our products; scaling and adaptation of existing technology and network infrastructure; competition in our market; management of our growth; qualified employees and key personnel; protection of our brand and intellectual property; changes in government regulation affecting our business; intellectual property infringement and other claims; protection of customers’ information and privacy concerns; and security measures related to our mobile applications and websites, among other things. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements include Zillow Group, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“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 as of and for the year ended December 31, 2015 included in Zillow Group, Inc.’s Annual Report on Form 10-K, which was filed with the SEC on February 12, 2016. The condensed consolidated balance sheet as of December 31, 2015, included herein, was derived from the audited financial statements of Zillow Group, Inc. as of that date. We have retroactively adjusted prior period share and per share amounts in our condensed consolidated financial statements for the effect of the August 2015 distribution of shares of our Class C capital stock as a dividend to our Class A and Class B common shareholders so that prior periods are comparable to current period presentation. Effective February 17, 2015, Zillow Group acquired Trulia, Inc. (“Trulia”), and each of Zillow and Trulia became wholly owned subsidiaries of Zillow Group. For financial reporting and accounting purposes, Zillow was the acquirer of Trulia. The results presented in the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements reflect those of Zillow prior to the completion of the acquisition of Trulia on February 17, 2015, and Trulia’s results of operations have been included prospectively after February 17, 2015. Market Leader revenue is included in our results of operations from February 17, 2015 through the date of divestiture of September 30, 2015. 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 June 30, 2016, our results of operations and comprehensive loss for the three and six month periods ended June 30, 2016 and 2015, and our cash flows for the six month periods ended June 30, 2016 and 2015. The results of the three and six month periods ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ended December 31, 2016 or for any interim period or for any other future year. 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 revenue recognition, website development costs, recoverability of long-lived assets and intangible assets with definite lives, share-based compensation, income taxes, business combinations and 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. Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance on the measurement of credit losses on financial instruments. This standard requires the use of an expected loss impairment model for instruments measured at amortized cost. For available-for-sale debt securities, an entity is required to recognize an allowance for credit losses rather than as a write-down. This guidance is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. The adoption of this guidance requires a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We have not yet determined the timing of adoption or the impact the adoption of this guidance will have on our financial position, results of operations or cash flows. In March 2016, the FASB issued guidance on contingent put and call options in debt instruments. This standard clarifies that the assessment of whether an embedded contingent put or call option is clearly and closely related to the debt host only requires an analysis of the four-step decision sequence and does not require an entity to separately assess whether the contingency itself is indexed only to interest rates or the credit risk of the entity. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016 using a modified retrospective transition method, and early adoption is permitted. We expect to adopt this guidance on January 1, 2017. We do not expect the adoption of this guidance to have any impact on our financial position, results of operations or cash flows. In March 2016, the FASB issued guidance on several aspects of the accounting for share-based payment transactions, including the income tax consequences, impact of forfeitures, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. We have not yet determined our approach to adoption or the impact the adoption of this guidance will have on our financial position, results of operations or cash flows. In February 2016, the FASB issued guidance on leases. This standard requires the recognition of a right-of-use asset and lease liability on the balance sheet for all leases. This standard also requires more detailed disclosures to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018 and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, and early adoption is permitted. We expect to adopt this guidance on January 1, 2019. We have not yet determined the impact the adoption of this guidance will have on our financial position, results of operations or cash flows. In January 2016, the FASB issued guidance on the recognition and measurement of financial instruments. This standard requires equity investments, except those accounted for under the equity method of accounting or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income. This standard also requires the separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, early adoption is permitted, and the guidance must be applied prospectively to equity investments that exist as of the adoption date. We expect to adopt this guidance on January 1, 2018. We have not yet determined our approach to adoption or the impact the adoption of this guidance will have on our financial position, results of operations or cash flows. In April 2015, the FASB issued guidance related to a customer’s accounting for fees paid in a cloud computing arrangement. This standard provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015, and early adoption is permitted. We adopted this guidance on January 1, 2016. The adoption of this guidance has not had any impact on our financial position, results of operations or cash flows. In August 2014, the FASB issued guidance on the disclosure of uncertainties about an entity’s ability to continue as a going concern. This standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. We expect to adopt this guidance for the year ending December 31, 2016. We do not expect the adoption of this guidance to have any impact on our financial position, results of operations or cash flows. In May 2014, the FASB issued guidance on revenue recognition. This guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The original effective date of this guidance was for interim and annual reporting periods beginning after December 15, 2016, early adoption is not permitted, and the guidance must be applied retrospectively or modified retrospectively. In July 2015, the FASB approved an optional one-year deferral of the effective date. As a result, we expect to adopt this guidance on January 1, 2018. In 2016, the FASB issued final amendments to clarify the implementation guidance for principal versus agent considerations, identifying performance obligations and the accounting for licenses of intellectual property. We have not yet determined our approach to adoption or the impact the adoption of this guidance will have on our financial position, results of operations or cash flows, if any. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. Fair Value Measurements Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. We applied the following methods and assumptions in estimating our fair value measurements: Cash equivalents Investments The following tables present the balances of assets measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in thousands): June 30, 2016 Total Level 1 Level 2 Cash equivalents: Money market funds $ 83,610 $ 83,610 $ — Short-term investments: U.S. government agency securities 151,185 — 151,185 Corporate notes and bonds 61,918 — 61,918 Municipal securities 34,066 — 34,066 Foreign government securities 11,000 — 11,000 Certificates of deposit 6,764 — 6,764 Restricted cash 1,053 — 1,053 Total $ 349,596 $ 83,610 $ 265,986 December 31, 2015 Total Level 1 Level 2 Cash equivalents: Money market funds $ 195,870 $ 195,870 $ — Certificates of deposit 1,622 — 1,622 Short-term investments: U.S. government agency securities 193,168 — 193,168 Corporate notes and bonds 41,314 — 41,314 Municipal securities 39,853 — 39,853 Certificates of deposit 11,837 — 11,837 Foreign government securities 4,979 — 4,979 Restricted cash 3,015 — 3,015 Total $ 491,658 $ 195,870 $ 295,788 See Note 9 for the carrying amount and estimated fair value of the Company’s convertible senior notes. We did not have any Level 3 assets as of June 30, 2016 or December 31, 2015. There were no liabilities measured at fair value as of June 30, 2016 or December 31, 2015. |
Cash, Cash Equivalents, Investm
Cash, Cash Equivalents, Investments and Restricted Cash | 6 Months Ended |
Jun. 30, 2016 | |
Text Block [Abstract] | |
Cash, Cash Equivalents, Investments and Restricted Cash | Note 4. Cash, Cash Equivalents, Investments and Restricted Cash Our investments are classified as available-for-sale securities and are carried at fair value with unrealized gains and losses reported as a component of accumulated other comprehensive income in shareholders’ equity, while realized gains and losses and other-than-temporary impairments are reported as a component of net loss based on specific identification. On January 1, 2015 we transferred our cash equivalent and investment portfolio of approximately $440.8 million from held-to-maturity to available-for-sale, which resulted in the recognition of an insignificant loss of $0.1 million. The transfer of the investment portfolio to available-for-sale was made to provide increased flexibility in the use of our investments to support current operations. The following tables present the amortized cost, gross unrealized gains and losses, and estimated fair market value of our cash and cash equivalents, available-for-sale investments and restricted cash as of the dates presented (in thousands): June 30, 2016 Amortized Gross Gross Estimated Cash $ 71,600 $ — $ — $ 71,600 Cash equivalents: Money market funds 83,610 — — 83,610 Short-term investments: U.S government agency securities 151,015 183 (13 ) 151,185 Corporate notes and bonds 61,848 71 (1 ) 61,918 Municipal securities 34,049 24 (7 ) 34,066 Foreign government securities 10,973 27 — 11,000 Certificates of deposit 6,763 1 — 6,764 Restricted cash 1,053 — — 1,053 Total $ 420,911 $ 306 $ (21 ) $ 421,196 December 31, 2015 Amortized Gross Gross Estimated Cash $ 31,646 $ — $ — $ 31,646 Cash equivalents: Money market funds 195,870 — — 195,870 Certificates of deposit 1,622 — — 1,622 Short-term investments: U.S government agency securities 193,623 1 (456 ) 193,168 Corporate notes and bonds 41,390 1 (77 ) 41,314 Municipal securities 39,878 11 (36 ) 39,853 Certificates of deposit 11,839 1 (3 ) 11,837 Foreign government securities 4,985 — (6 ) 4,979 Restricted cash 3,015 — — 3,015 Total $ 523,868 $ 14 $ (578 ) $ 523,304 The following table presents available-for-sale investments by contractual maturity date as of June 30, 2016 (in thousands): Amortized Cost Estimated Fair Market Value Due in one year or less $ 202,022 $ 202,154 Due after one year through two years 62,626 62,779 Total $ 264,648 $ 264,933 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 5. Property and Equipment, net The following table presents the detail of property and equipment as of the dates presented (in thousands): June 30, 2016 December 31, 2015 Website development costs $ 87,378 $ 74,750 Computer equipment 25,018 20,965 Leasehold improvements 33,705 32,918 Construction-in-progress 16,609 15,630 Office equipment, furniture and fixtures 16,702 13,495 Software 9,765 6,961 Property and equipment 189,177 164,719 Less: accumulated amortization and depreciation (90,378 ) (75,080 ) Property and equipment, net $ 98,799 $ 89,639 We recorded depreciation expense related to property and equipment (other than website development costs) of $4.7 million and $3.3 million, respectively, during the three months ended June 30, 2016 and 2015, and $8.5 million and $5.5 million, respectively, during the six months ended June 30, 2016 and 2015. We capitalized $13.6 million and $11.8 million, respectively, in website and software development costs during the three months ended June 30, 2016 and 2015, and $25.1 million and $21.8 million, respectively, during the six months ended June 30, 2016 and 2015. Amortization expense for website development costs included in technology and development expenses was $9.9 million and $5.8 million, respectively, during the three months ended June 30, 2016 and 2015, and $19.1 million and $10.7 million, respectively, during the six months ended June 30, 2016 and 2015. Construction-in-progress primarily consists of website development costs that are capitalizable, but for which the associated applications had not been placed in service. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Note 6. Acquisitions Acquisition of Naked Apartments In February 2016, Zillow, Inc., Nectarine Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Zillow, Inc. (“Merger Sub”), Naked Apartments, Inc., a Delaware corporation (“Naked Apartments”), and an individual acting as the stockholder representative, entered into an Agreement and Plan of Merger (the “Naked Apartments Merger Agreement”), pursuant to which Zillow, Inc. acquired Naked Apartments on February 22, 2016 for approximately $13.2 million in cash. Under the terms and subject to the conditions of the Naked Apartments Merger Agreement, Merger Sub merged with and into Naked Apartments, with Naked Apartments remaining as the surviving company and a wholly owned subsidiary of Zillow, Inc. Naked Apartments is New York City’s largest rentals-only platform. Our acquisition of Naked Apartments has been accounted for as a business combination, and assets acquired and liabilities assumed were recorded at their estimated fair values as of February 22, 2016. 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 total 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. Based upon the fair values determined by us, in which we considered or relied in part upon a valuation report of a third-party expert, the total purchase price was allocated as follows (in thousands): Current assets $ 371 Identifiable intangible assets 3,700 Goodwill 10,610 Current liabilities (101 ) Deferred tax liabilities (1,416 ) Total preliminary estimated purchase price $ 13,164 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 intangible assets, goodwill and deferred taxes recorded in connection with the acquisition. Acquisition-related costs incurred, which primarily included legal and accounting fees and other external costs directly related to the acquisition, were expensed as incurred and were not material. The results of operations related to the acquisition of Naked Apartments have been included in our condensed consolidated financial statements since the date of acquisition, and are not significant. Pro forma financial information for the acquisition accounted for as a business combination has not been presented, as the effects were not material to our condensed consolidated financial statements. Acquisition of Trulia Effective February 17, 2015, pursuant to the Merger Agreement dated as of July 28, 2014 by and among Zillow, Zillow Group and Trulia, following the consummation of the transactions contemplated by the Merger Agreement, each of Zillow and Trulia became wholly owned subsidiaries of Zillow Group. With the addition of Trulia, we expanded our audience and added another consumer brand that offers buyers, sellers, homeowners and renters access to information about homes and real estate for free, and provides advertising and software solutions that help real estate professionals grow their business. At the effective time of the merger, each share of Zillow Class A common stock was converted into the right to receive one share of fully paid and nonassessable Zillow Group Class A common stock, and each share of Zillow Class B common stock was converted into the right to receive one share of fully paid and nonassessable Zillow Group Class B common stock. Generally, each Zillow stock option and restricted stock unit outstanding (whether or not vested or exercisable) as of the effective time of the merger was assumed by Zillow Group and converted into a corresponding equity award to purchase or acquire shares of Zillow Group Class A common stock, subject to the same terms, conditions and restrictions as the original option or award. Any unvested shares of Zillow Class A common stock subject to a repurchase option, risk of forfeiture or other condition as of the effective time of the merger were exchanged for shares of Zillow Group Class A common stock that were also unvested and subject to the same repurchase option, risk of forfeiture or other condition. Each Zillow restricted unit outstanding as of the effective time of the merger was assumed by Zillow Group and converted into the right to receive Zillow Group Class A common stock, subject to the same terms, conditions and restrictions as the original restricted unit. At the effective time of the merger, each share of Trulia common stock was converted into the right to receive 0.444 of a share of fully paid and nonassessable Zillow Group Class A common stock. Generally, each Trulia stock option, restricted stock unit, and stock appreciation right outstanding (whether or not vested or exercisable) as of the effective time of the merger was assumed by Zillow Group and converted into a corresponding equity award to purchase, acquire shares of, or participate in the appreciation in price of Zillow Group Class A common stock, subject to the same terms, conditions and restrictions as the original option or award, subject to specified adjustments to reflect the effect of the Trulia exchange ratio. Each outstanding unvested Trulia stock option and restricted stock unit held by a member of the Trulia board of directors immediately prior to the effective time of the merger who was not an employee of Trulia or any subsidiary of Trulia became fully vested immediately prior to the effective time of the merger in accordance with the terms of the applicable award agreements. Our acquisition of Trulia has been accounted for as a business combination, and assets acquired and liabilities assumed were recorded at their estimated fair values as of February 17, 2015. 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. In all cases in which Zillow Group’s closing stock price is a determining factor in arriving at the amount of merger consideration, the stock price assumed is the closing price of Zillow Class A common stock on NASDAQ on February 17, 2015 ($109.14 per share, unadjusted for the August 2015 stock split effected in the form of a dividend). The purchase price to effect the acquisition of Trulia of approximately $2.0 billion is summarized in the following table (in thousands): Value of Class A Common stock issued $ 1,883,728 Substituted stock options and stock appreciation rights attributable to pre-combination service 54,853 Substituted restricted stock units attributable to pre-combination service 27,798 Cash paid in lieu of fractional outstanding shares 41 Total purchase price $ 1,966,420 A total of 17,259,704 shares of Zillow Group Class A common stock were issued in connection with the acquisition of Trulia. Trulia stockholders did not receive any fractional shares of Zillow Group Class A common stock in connection with the acquisition. Instead of receiving any fractional shares, each holder of Trulia common stock was paid an amount in cash (without interest) equal to such fractional amount multiplied by the last reported sale price of Zillow Class A common stock on NASDAQ on the last complete trading day prior to the date of the effective time of the merger. A portion of the purchase price has been attributed to the substitution of Trulia’s stock options, restricted stock units and stock appreciation rights outstanding as of February 17, 2015, for corresponding stock options, restricted stock units and stock appreciation rights to purchase, vest in or participate in the appreciation in price of shares of Zillow Group Class A common stock, all at an exchange ratio of 0.444. The fair value of Trulia’s share-based awards assumed in connection with the acquisition, including stock options, restricted stock units and stock appreciation rights, which relate to post-combination service will be recorded by Zillow Group as share-based compensation expense ratably over the remaining related vesting period of the respective award. The share-based compensation expense related to stock options and stock appreciation rights assumed is estimated at the acquisition date using the Black-Scholes-Merton option-pricing model, assuming no dividends, expected volatility of 53%, a risk-free interest rate of 1.10%, and an expected life of three years. For restricted stock units assumed, Zillow Group used the market value of Zillow’s Class A common stock on the date of acquisition to determine the fair value of the award. The total 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. Based upon the fair values determined by us, in which we considered or relied in part upon a valuation report of a third-party expert, the total purchase price was allocated as follows (in thousands): Cash and cash equivalents $ 173,447 Accounts receivable 13,093 Prepaid expenses and other current assets 20,833 Restricted cash 6,946 Property and equipment 30,189 Other assets 434 Identifiable intangible assets 549,000 Goodwill 1,736,362 Accounts payable, accrued expenses and other current liabilities (51,258 ) Accrued compensation and benefits (8,324 ) Deferred revenue (8,300 ) Long-term debt (230,000 ) Debt premium recorded in additional paid-in capital (126,386 ) Deferred tax liabilities and other long-term liabilities (139,616 ) Total purchase price $ 1,966,420 The fair value of identifiable intangible assets acquired consisted of the following (in thousands): Estimated Fair Value Estimated Useful Life (in years) Trulia trade names and trademarks $ 351,000 Indefinite Market Leader trade names and trademarks 2,000 2 Customer relationships 92,000 3-7 Developed technology 91,000 3-7 Advertising relationships 9,000 3 MLS home data feeds 4,000 3 Total $ 549,000 The fair value of the intangible assets acquired was determined by Zillow Group, and Zillow Group considered or relied in part upon a valuation report of a third-party expert. Zillow Group used an income approach to measure the fair value of the trade names and trademarks and the developed technology based on the relief-from-royalty method. Zillow Group 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. Zillow Group used an income approach to measure the fair value of the advertising relationships based on a with and without analysis, whereby the fair value is estimated based on the present value of cash flows the combined business is expected to generate with and without the advertising relationships. Zillow Group used a cost approach to measure the fair value of the MLS home data feeds based on the estimated cost to replace the data feed library. These fair value measurements were based on Level 3 measurements under the fair value hierarchy. A portion of the total purchase price was allocated to Trulia’s 2020 Notes (see Note 9). In accordance with the accounting guidance related to business combinations, the 2020 Notes are recognized at fair value as of the effective date of the acquisition. The fair value of the 2020 Notes as of the date of acquisition was approximately $356.4 million. The fair value of the 2020 Notes as of the date of acquisition was determined by Zillow Group, and Zillow Group considered or relied in part upon a valuation report of a third-party expert. The fair value of the 2020 Notes was determined through combination of the use of a binomial lattice valuation model and consideration of quoted market prices. The fair value is classified as Level 3 due to the use of significant unobservable inputs such as implied volatility of Zillow Group’s Class A common stock, discount spread and the limited trading activity for the 2020 Notes. Given the fair value of the 2020 Notes as of the date of acquisition of $356.4 million was at a substantial premium to the principal amount of $230.0 million, the premium amount of $126.4 million has been recorded as additional paid-in capital in the consolidated balance sheet as of the effective date of the acquisition. Accordingly, Zillow Group has recognized the liability component of the 2020 Notes at the stated par amount in the consolidated balance sheet as of the effective date of the acquisition. The conversion feature included in the 2020 Notes is not required to be bifurcated and separately accounted for as it meets the equity scope exception given the conversion feature (i) is indexed to Zillow Group’s Class A common stock and (ii) would be classified in shareholder’s equity. Further, the 2020 Notes do not permit or require Zillow Group to settle the debt in cash (in whole or in part) upon conversion. A portion of the total purchase price was allocated to deferred tax liabilities primarily related to an indefinite-lived intangible asset generated in connection with the acquisition. Due to the recognition of a $351.0 million indefinite-lived Trulia trade name and trademark intangible asset as of the effective date of the acquisition, a deferred tax liability of $139.5 million was recognized which cannot be offset by the recognized deferred tax assets. The results of operations related to the acquisition of Trulia have been included in our consolidated financial statements since the date of acquisition of February 17, 2015. However, disclosure of the amounts of revenue and earnings of the acquiree since the acquisition date is impracticable because discrete financial information is not available due to the rapid integration of Zillow’s and Trulia’s operations. Unaudited Pro Forma Financial Information The following unaudited pro forma condensed combined financial information gives effect to the acquisition of Trulia as if it were consummated on January 1, 2014 (the beginning of the comparable prior reporting period in the year of acquisition). The unaudited pro forma condensed combined financial information is presented for informational purposes only. The unaudited pro forma condensed combined financial information does not represent true historical financial information. Further, the unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on January 1, 2014 and should not be taken as representative of future results of operations of the combined company. The following table presents the unaudited pro forma condensed combined financial information for the periods presented, except for the financial information presented for the three and six month periods ended June 30, 2016 and revenue for the three months ended June 30, 2015, which are presented on an as-reported basis (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 (1) 2016 2015 (2) Revenue $ 208,403 $ 171,269 $ 394,385 $ 333,800 Net loss $ (156,149 ) $ (26,731 ) $ (203,754 ) $ (44,585 ) (1) The pro forma net loss for the three months ended June 30, 2015 includes pro forma adjustments for $6.7 million to eliminate restructuring costs associated with the acquisition of Trulia reflected in the historical financial statements, $3.7 million to eliminate share-based compensation expense attributable to substituted equity awards and $1.7 million to eliminate direct and incremental acquisition-related costs reflected in the historical financial statements. (2) The pro forma net loss for the six months ended June 30, 2015 includes pro forma adjustments for $47.9 million to eliminate direct and incremental acquisition-related costs reflected in the historical financial statements, $37.3 million to eliminate share-based compensation expense attributable to substituted equity awards and to record additional share-based compensation expense attributable to substituted equity awards, $31.9 million to eliminate restructuring costs associated with the acquisition of Trulia reflected in the historical financial statements, $2.4 million to record additional amortization expense for acquired intangible assets and $1.1 million to eliminate Trulia’s historical amortization of capitalized website development costs. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 7. Goodwill The following table presents the change in goodwill from December 31, 2015 through June 30, 2016 (in thousands): Balance as of December 31, 2015 $ 1,909,167 Goodwill recorded in connection with the acquisition of Naked Apartments 10,610 Balance as of June 30, 2016 $ 1,919,777 The goodwill recorded in connection with the acquisition of Naked Apartments, which includes intangible assets that do not qualify for separate recognition, is not deductible for tax purposes. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8. Intangible Assets The following tables present the detail of intangible assets subject to amortization as of the dates presented (in thousands): June 30, 2016 Cost Accumulated Net Purchased content $ 39,102 $ (20,382 ) $ 18,720 Customer relationships 103,725 (23,902 ) 79,823 Developed technology 111,195 (28,860 ) 82,335 Trade names and trademarks 5,361 (2,775 ) 2,586 Advertising relationships 9,000 (4,098 ) 4,902 MLS home data feeds 1,100 (501 ) 599 Total $ 269,483 $ (80,518 ) $ 188,965 December 31, 2015 Cost Accumulated Net Purchased content $ 37,581 $ (19,649 ) $ 17,932 Customer relationships 103,425 (16,204 ) 87,221 Developed technology 108,295 (19,515 ) 88,780 Trade names and trademarks 4,860 (2,212 ) 2,648 Advertising relationships 9,000 (2,598 ) 6,402 MLS home data feeds 1,100 (318 ) 782 Total $ 264,261 $ (60,496 ) $ 203,765 Amortization expense recorded for intangible assets for the three months ended June 30, 2016 and 2015 was $10.9 million and $11.3 million, respectively. Amortization expense recorded for intangible assets for the six months ended June 30, 2016 and 2015 was $21.8 million and $18.2 million, respectively. These amounts are included in technology and development expenses. As of June 30, 2016, we have an indefinite-lived intangible asset for $351.0 million that we recorded in connection with our February 2015 acquisition of Trulia for Trulia’s trade names and trademarks that is not subject to amortization. |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Note 9. Convertible Senior Notes In connection with the February 2015 acquisition of Trulia, a portion of the total purchase price was allocated to Trulia’s Convertible Senior Notes due in 2020 (the “2020 Notes”), which are unsecured senior obligations. Pursuant to and in accordance with the Merger Agreement, Zillow Group entered into a supplemental indenture in respect of the 2020 Notes in the aggregate principal amount of $230.0 million, which supplemental indenture provides, among other things, that, at the effective time of the Trulia Merger, (i) each outstanding 2020 Note is no longer convertible into shares of Trulia common stock and is convertible solely into shares of Zillow Group Class A common stock, pursuant to, and in accordance with, the terms of the indenture governing the 2020 Notes, and (ii) Zillow Group guaranteed all of the obligations of Trulia under the 2020 Notes and related indenture. The aggregate principal amount of the 2020 Notes is due on December 15, 2020 if not earlier converted or redeemed. Interest is payable on the 2020 Notes at the rate of 2.75% semi-annually on June 15 and December 15 of each year. Holders of the 2020 Notes may convert all or any portion of their notes, in multiples of $1,000 principal amount, at their option at any time prior to the close of business on the business day immediately preceding the maturity date. In connection with the supplemental indenture in respect of the 2020 Notes, the conversion ratio immediately prior to the effective time of the Trulia Merger of 27.8303 shares of Trulia common stock per $1,000 principal amount of notes was adjusted to 12.3567 shares of our Class A common stock per $1,000 principal amount of notes based on the exchange ratio of 0.444 per the Merger Agreement. This was equivalent to an initial conversion price of approximately $80.93 per share of our Class A common stock. In connection with the August 2015 distribution of shares of our Class C capital stock as a dividend to our Class A and Class B common shareholders, the conversion ratio has been further adjusted to 41.4550 shares of Class A common stock per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $24.12 per share of our Class A common stock. The conversion ratio will be adjusted for certain dilutive events and will be increased in the case of corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the indenture governing the notes). The conversion option of the 2020 Notes has no cash settlement provisions. The conversion option does not meet the criteria for separate accounting as a derivative as it is indexed to our own stock. The holders of the 2020 Notes will have the ability to require us to repurchase the notes in whole or in part upon the occurrence of an event that constitutes a “Fundamental Change” (as defined in the indenture governing the notes, including such events as a “change in control” or “termination of trading”, subject to certain exceptions). In such case, the repurchase price would be 100% of the principal amount of the 2020 Notes plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change repurchase date. Certain events are also considered “Events of Default,” which may result in the acceleration of the maturity of the 2020 Notes, as described in the indenture governing the notes. There are no financial covenants associated with the 2020 Notes. We may not redeem the 2020 Notes prior to December 20, 2018. We may redeem the 2020 Notes, at our option, in whole or in part on or after December 20, 2018, if the last reported sale price per share of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. Interest expense related to the 2020 Notes for the three months ended June 30, 2016 and 2015 was $1.6 million. Interest expense related to the 2020 Notes for the six months ended June 30, 2016 and 2015 was $3.1 million and $2.3 million, respectively. Accrued interest related to the 2020 Notes as of June 30, 2016 is $0.3 million, and is recorded in accrued expenses and other current liabilities in our condensed consolidated balance sheet. The estimated fair value and carrying value of the 2020 Notes were $360.8 million and $230.0 million, respectively, as of June 30, 2016. The estimated fair value and carrying value of the 2020 Notes were $272.9 million and $230.0 million, respectively, as of December 31, 2015. The estimated fair value of the 2020 Notes was determined through consideration of quoted market prices. The fair value is classified as Level 3 due to the limited trading activity for the 2020 Notes. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes We are subject to federal and state income taxes in the United States and in Canada. During the three and six month periods ended June 30, 2016 and 2015, we did not have a material amount of reportable taxable income, and we are not projecting a material amount of reportable taxable income for the year ending December 31, 2016. We have provided a full valuation allowance against our net deferred tax assets as of June 30, 2016 and December 31, 2015 because, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50%) that some or all of the deferred tax assets will not be realized. Therefore, no current tax liability or expense has been recorded in the condensed consolidated financial statements. We have accumulated federal tax losses of approximately $735.2 million as of December 31, 2015, which are available to reduce future taxable income. We have accumulated state tax losses of approximately $11.6 million (tax effected) as of December 31, 2015. We recorded an income tax benefit of $1.4 million for the six months ended June 30, 2016 primarily due to a deferred tax liability generated in connection with Zillow Group’s February 22, 2016 acquisition of Naked Apartments that can be used to realize certain deferred tax assets for which we had previously provided a full allowance. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | Note 11. 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 June 30, 2016 or December 31, 2015. 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. During the three and six month periods ended June 30, 2016 and the year ended December 31, 2015, no shares of Class B common stock were converted into Class A common stock at the option of the holders. 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. |
Share-Based Awards
Share-Based Awards | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Awards | Note 12. Share-Based Awards In connection with our February 2015 acquisition of Trulia, we assumed the obligations of Zillow, Trulia and Market Leader outstanding under pre-existing stock plans. We intend that future equity grants will be made under Zillow Group’s 2011 Incentive Plan (as amended and/or restated from time to time, the “2011 Plan”) only (or a successor thereto). Zillow Group, Inc. Amended and Restated 2011 Incentive Plan On July 19, 2011, the 2011 Plan became effective and serves as the successor to Zillow’s 2005 Equity Incentive Plan (the “2005 Plan”). Shareholders last approved the 2011 Plan on June 15, 2016. In addition to the share reserve of 18,400,000 shares, the number of shares available for issuance under the 2011 Plan automatically increases on the first day of each of our fiscal years by a number of shares equal to the least of (a) 3.5% of our outstanding common and capital stock on a fully diluted basis as of the end of our immediately preceding fiscal year, (b) 10,500,000 shares, and (c) a lesser amount determined by our board of directors; provided, however, that any shares from any increases in previous years that are not actually issued will continue to be available for issuance under the 2011 Plan. In addition, shares previously available for grant under the 2005 Plan, but not issued or subject to outstanding awards under the 2005 Plan as of July 19, 2011, and shares subject to outstanding awards under the 2005 Plan that subsequently cease to be subject to such awards (other than by reason of exercise of the awards) are available for grant under the 2011 Plan. The 2011 Plan is administered by the compensation committee of the board of directors. Under the terms of the 2011 Plan, the compensation committee may grant equity awards, including incentive stock options, nonqualified stock options, restricted stock, restricted stock units or restricted units to employees, officers, directors, consultants, agents, advisors and independent contractors. The compensation committee has also authorized certain senior executive officers to grant equity awards under the 2011 Plan, within limits prescribed by the compensation committee. Options under the 2011 Plan are granted with an exercise price per share not less than 100% of the fair market value of our stock on the date of grant, with the exception of substituted option awards granted in connection with acquisitions, and are exercisable at such times and under such conditions as determined by the compensation committee. Under the 2011 Plan, the maximum term of an option is ten years from the date of grant. Any portion of an option that is not vested and exercisable on the date of a participant’s termination of service expires on such date. Employees generally forfeit their rights to exercise vested options after 3 months following their termination of employment or 12 months in the event of termination by reason of death, disability or retirement. Options granted under the 2011 Plan typically expire seven or 10 years from the grant date and typically vest either 25% after 12 months and ratably thereafter over the next 36 months or quarterly over a period of four years, though certain options have been granted with longer vesting schedules. In March 2016, Zillow Group established an equity choice program pursuant to which Zillow Group grants restricted stock units and option awards to certain employees to retain and recognize their efforts on behalf of Zillow Group. Option Awards and Stock Appreciation Rights The following table summarizes option award and stock appreciation rights activity for the year ended December 31, 2015 and the six months ended June 30, 2016: Number of Shares Subject to Existing Options and Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2015 17,399,292 $ 18.12 5.32 $ 311,040 Assumed Trulia options and stock appreciation rights in connection with February 2015 acquisition of Trulia 3,159,765 13.79 Granted 11,438,095 31.45 Exercised (2,732,767 ) 8.99 Forfeited or cancelled (2,138,011 ) 28.37 Outstanding at December 31, 2015 27,126,374 23.35 5.96 156,025 Granted 5,651,734 22.77 Exercised (746,024 ) 10.37 Forfeited or cancelled (733,458 ) 30.21 Outstanding at June 30, 2016 31,298,626 23.40 6.23 416,763 Vested and exercisable at June 30, 2016 12,545,302 18.25 4.16 232,164 The fair value of options granted, excluding options granted under the Stock Option Grant Program for Nonemployee Directors (“Nonemployee Director Awards”) and certain options granted to the Company’s executives in January and February 2015, 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 June 30, Six Months Ended June 30, 2016 2015 2016 2015 Expected volatility 51% 55% 51% 55%-56% Expected dividend yield — — — — Risk-free interest rate 0.89%-1.20% 1.30%-1.48% 0.89%-1.20% 1.08%-1.48% Weighted-average expected life 4 years 4.58 years 3.77 years 4.58 years Weighted-average fair value of options granted $11.11 $14.15 $8.92 $15.78 The assumptions included in the table above exclude Trulia’s stock options and stock appreciation rights assumed in connection with the February 17, 2015 acquisition. In March 2016, option awards for an aggregate of 93,995 shares of Class C capital stock were granted as Nonemployee Director Awards, which are fully vested and exercisable on the date of grant. The fair value of options granted for the Nonemployee Director Awards, $8.91 per share, is estimated at the date of grant using the Black-Scholes-Merton option-pricing model, assuming no dividends, expected volatility of 51%, a risk-free interest rate of 1.12%, and a weighted-average expected life of 4.25 years. During the six months ended June 30, 2016 and 2015, share-based compensation expense recognized in our condensed consolidated statements of operations related to Nonemployee Director Awards was $0.8 million, and is included in general and administrative expenses. In January and February 2015, option awards for a total of 3,450,000 shares of Class A common stock and Class C capital stock (as adjusted in connection with the August 2015 stock split effected in the form of a dividend) were granted to certain of the Company’s executive officers. The fair value of the option awards is estimated at the date of grant using the Black-Scholes-Merton option-pricing model, assuming no dividends, expected volatility of 52%, a risk-free interest rate of 1.76% and a weighted-average expected life of 6.8 years. The grant date fair value of the option awards is approximately $62.8 million. One-sixteenth of the total number of shares subject to the option awards vested and became exercisable on the first anniversary of the vesting commencement date. An additional 1/192nd of the total number of shares subject to the option awards will vest and become exercisable monthly thereafter over the next three years so that this portion of the award will be vested and exercisable four years from the vesting commencement date. One-sixteenth of the total number of shares subject to the option awards will vest and become exercisable on the two-year anniversary of the vesting commencement date. An additional 1/192nd of the total number of shares subject to the option awards will vest and become exercisable monthly thereafter over the next three years so that this portion of the award will be vested and exercisable five years from the vesting commencement date. One-sixteenth of the total number of shares subject to the option awards will vest and become exercisable on the three-year anniversary of the vesting commencement date. An additional 1/192nd of the total number of shares subject to the option awards will vest and become exercisable monthly thereafter over the next three years so that this portion of the award will be vested and exercisable six years from the vesting commencement date. One-sixteenth of the total number of shares subject to the option awards will vest and become exercisable on the four-year anniversary of the vesting commencement date. An additional 1/192nd of the total number of shares subject to the option awards will vest and become exercisable monthly thereafter over the next three years so that this portion of the award will be vested and exercisable seven years from the vesting commencement date. The option awards have a ten-year term. As of June 30, 2016, there was a total of $207.1 million in unrecognized compensation cost related to unvested stock options and stock appreciation rights. Restricted Stock Units The following table summarizes activity for restricted stock units for the year ended December 31, 2015 and the six months ended June 30, 2016: Restricted Stock Units Weighted- Unvested outstanding at January 1, 2015 376,806 $ 28.56 Assumed Trulia restricted stock units in connection with February 2015 acquisition of Trulia 3,798,957 36.38 Granted 1,354,185 28.55 Vested (1,899,531 ) 31.74 Forfeited or cancelled (1,024,903 ) 31.12 Unvested outstanding at December 31, 2015 2,605,514 32.36 Granted 2,334,312 22.82 Vested (766,870 ) 33.82 Forfeited or cancelled (305,424 ) 27.77 Unvested outstanding at June 30, 2016 3,867,532 26.68 Pursuant to the terms of the Naked Apartments Merger Agreement, Zillow Group established a retention bonus plan in March 2016 pursuant to which a total of 161,883 restricted stock units for shares of our Class C capital stock have been granted to employees of Naked Apartments who accepted employment with Zillow Group. For 139,075 of the restricted stock units, one-sixth of the restricted stock units vest on August 22, 2016, and the remaining restricted stock units vest quarterly thereafter over the next 2.5 years. For 22,808 of the restricted stock units, 25% of the restricted stock units vest on August 22, 2016, and the remaining restricted stock units vest quarterly thereafter over the next 1.5 years. The vesting of the restricted stock units is subject to the recipient’s continued full-time employment or service to Zillow Group. The total grant date fair value of the restricted stock units is approximately $3.6 million. The fair value of the outstanding restricted stock units will be recorded as share-based compensation expense over the vesting period. As of June 30, 2016, there was $92.9 million of total unrecognized compensation cost related to unvested restricted stock units. Share-Based Compensation Expense The following table presents the effects of share-based compensation in our condensed consolidated statements of operations during the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Cost of revenue $ 1,627 $ 1,110 $ 2,846 $ 2,062 Sales and marketing 6,395 8,784 11,598 12,993 Technology and development 8,366 7,005 15,125 12,771 General and administrative 11,928 12,981 24,298 25,061 Restructuring costs — 3,584 — 14,004 Total $ 28,316 $ 33,464 $ 53,867 $ 66,891 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13. Net Loss Per Share Basic net loss per share is computed by dividing net 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 loss per share, undistributed earnings are allocated assuming all earnings during the period were distributed. Diluted net loss per share is computed by dividing net 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 stock appreciation rights and Class A common stock and Class C capital stock underlying unvested restricted stock awards and 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 2020 Notes using the if-converted method. For the periods presented, the following Class A common stock and Class C capital stock equivalents were excluded from the calculations of diluted net loss per share because their effect would have been antidilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Class A common stock and Class C capital stock issuable upon the exercise of option awards and stock appreciation rights 6,048 6,918 5,595 7,506 Class A common stock and Class C capital stock underlying unvested restricted stock awards and restricted stock units 800 882 329 990 Class A common stock issuable upon conversion of the 2020 Notes 9,535 9,535 9,535 9,535 Total Class A common stock and Class C capital stock equivalents 16,383 17,335 15,459 18,031 In the event of liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of all classes of common and capital stock have equal rights to receive all the assets of the Company after the rights of the holders of preferred stock have been satisfied. We have not presented net loss per share under the two-class method for our Class A common stock, Class B common stock and Class C capital stock because it would be the same for each class due to equal dividend and liquidation rights for each class. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies 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 2017 and 2024. We are committed to pay a portion of the related operating expenses under certain of these lease agreements. Certain of these arrangements have free rent periods or escalating rent payment provisions, and we recognize rent expense under such arrangements on a straight-line basis. Operating lease expense for the three months ended June 30, 2016 and 2015 was $3.8 million and $4.0 million, respectively. Operating lease expense for the six months ended June 30, 2016 and 2015 was $7.7 million and $7.4 million, respectively. Purchase Commitments We have entered into various non-cancelable purchase commitments for content related to our mobile applications and websites. License agreement terms vary by vendor. In some instances, we retain perpetual rights to this information after the contract ends; in other instances, the information and data are licensed only during the fixed term of the agreement. Additionally, certain data license agreements provide for uneven payment amounts throughout the contract term. We capitalize payments made to third parties for data licenses that we expect to provide future economic benefit through the recovery of the costs of these arrangements via the generation of our revenue and margins. For data license contracts that include uneven payment amounts, we capitalize the payments as they are made as an intangible asset and amortize the total contract value over the estimated useful life. For contracts in which we have perpetual rights to the data, the total contract value is amortized on a straight-line basis over the life of the contract plus two years, which is equivalent to the estimated useful life of the asset. For contracts in which we do not have access to the data beyond the contractual term, the total contract value is amortized on a straight-line basis over the term of the contract. We evaluate data content contracts for potential capitalization at the inception of the arrangement as well as each time periodic payments to third parties are made. The amortization period for the capitalized purchased content is based on our best estimate of the useful life of the asset, which ranges from two to nine years. The capitalized purchased data content is amortized on a straight-line basis as the pattern of delivery of the economic benefits of the data cannot reliably be determined because we do not have the ability to reliably predict future traffic to our websites and mobile applications. Under certain other data agreements, the underlying data is obtained on a subscription basis with consistent monthly or quarterly recurring payment terms over the contractual period. Upon the expiration of such arrangements, we no longer have the right to access the related data, and therefore, the costs incurred under such contracts are not capitalized and are expensed as payments are made. We would immediately lose rights to data under these arrangements if we were to cancel the subscription and/or cease making payments under the subscription arrangements. Letters of Credit As of June 30, 2016, we have outstanding letters of credit of approximately $5.2 million, $1.8 million, $1.1 million and $1.1 million, respectively, which secure our lease obligations in connection with the operating leases of our San Francisco, Seattle, New York and Denver office spaces. 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 $3.4 million as of June 30, 2016 and December 31, 2015. 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. In September 2010, LendingTree, LLC (“LendingTree”) filed a complaint against us for patent infringement in the U.S. District Court for the Western District of North Carolina. The complaint alleged, among other things, that our website technology infringes two patents purporting to cover a “Method and computer network for coordinating a loan over the internet.” The complaint sought, among other things, a judgment that we infringed certain patents held by LendingTree, an injunction against the alleged infringing activities and an award for damages. We denied the allegations and asserted defenses and counterclaims seeking declarations that we are not infringing the patents and that the patents are invalid. In March 2014, a federal jury found that Zillow does not infringe the patents and that the patents asserted by LendingTree are invalid. In April, 2014, LendingTree filed two motions for judgment as a matter of law and for a new trial, all of which we opposed. In October 2014, the Court issued an order upholding the jury verdict and denying LendingTree’s motions. In November 2014, LendingTree filed a notice of appeal and, in September 2015, LendingTree filed its opening brief. In December 2015, we filed a response brief to LendingTree’s opening brief. A hearing regarding LendingTree’s appeal occurred in June 2016. In July 2016, the Court of Appeals for the Federal Circuit issued an order in which it found all claims asserted against us invalid under Section 101. We have not recorded an accrual related to this complaint as of June 30, 2016 or December 31, 2015, as we do not believe a loss is probable or reasonably estimable. In March 2014, Move, Inc., the National Association of Realtors and three related entities (collectively, “Plaintiffs”), filed a complaint against us and Errol Samuelson, our Chief Industry Development Officer, in the Superior Court of the State of Washington in King County, alleging, among other things, that Zillow and Mr. Samuelson misappropriated plaintiffs’ trade secrets in connection with Mr. Samuelson joining Zillow in March 2014. The Plaintiffs sought, among other things, an injunction against the alleged misappropriations and Mr. Samuelson working for us, as well as significant monetary damages. In February 2015, Plaintiffs filed an amended complaint that, among other things, added Curt Beardsley, our Vice President of MLS Partnerships, as a defendant in the matter. In August 2015, Zillow filed an amended answer and counterclaim against Plaintiffs that alleged, among other things, that Plaintiffs violated the Washington Trade Secrets Act and aided and abetted a breach of the duty of confidentiality through the public filing of a document that included Zillow’s confidential information and trade secrets. On January 8, 2016, Plaintiffs filed a motion seeking sanctions against defendants for alleged evidence spoliation. The court held a spoliation hearing in April and on May 17, 2016 denied Plaintiffs motion for sanctions as to Zillow and Mr. Samuelson. With respect to Mr. Beardsley, the Court denied the motion as to terminating sanctions but granted the motion ordering a permissive adverse inference instruction with respect to five devices. Defendants each filed multiple motions for partial summary judgment against Plaintiffs regarding, among other things, certain of their claims of alleged misappropriation of trade secrets. Defendants also filed various motions seeking to exclude or limit damages. The court entered various rulings granting and denying these motions in 2016. On June 6, 2016, the Company reached an amicable resolution by way of a settlement agreement and release (the “Settlement Agreement”) with Plaintiffs pursuant to which the Company agreed to pay Plaintiffs $130.0 million in connection with a release of all claims. On June 16, 2016, pursuant to the terms agreed to between the parties, the court dismissed all claims and counterclaims asserted in this matter with prejudice. The Settlement Agreement does not contain any admission of liability, wrongdoing, or responsibility by any of the parties. The settlement payment was recorded in general and administrative expenses in our condensed consolidated statements of operations for the three and six month periods ended June 30, 2016. In August 2014, four purported class action lawsuits were filed by plaintiffs against Trulia and its directors, Zillow, and Zebra Holdco, Inc. in connection with Zillow’s proposed acquisition of Trulia. One of those purported class actions, captioned Collier et al. v. Trulia, Inc., et al., was brought in the Superior Court of the State of California for the County of San Francisco, however on October 7, 2014, plaintiff in the Collier action filed a new complaint in the Delaware Court of Chancery alleging substantially the same claims and seeking substantially the same relief as the original complaint filed in California. On October 8, 2014, plaintiff in the Collier action filed a request for dismissal of the California case without prejudice. The other three of the purported class action lawsuits, captioned Shue et al. v. Trulia, Inc., et al., Sciabacucci et al. v. Trulia, Inc., et al., and Steinberg et al. v. Trulia, Inc. et al., were brought in the Delaware Court of Chancery. All four lawsuits allege that Trulia’s directors breached their fiduciary duties to Trulia stockholders, and that the other defendants aided and abetted such breaches, by seeking to sell Trulia through an allegedly unfair process and for an unfair price and on unfair terms. All lawsuits sought, among other things, equitable relief that would have enjoined the consummation of Zillow’s proposed acquisition of Trulia and attorneys’ fees and costs. The Delaware actions also sought rescission of the Merger Agreement or rescissory damages and orders directing the defendants to account for alleged damages suffered by the plaintiffs and the purported class as a result of the defendants’ alleged wrongdoing. On September 24, 2014, plaintiff in the Sciabacucci action filed (1) a motion for expedited proceedings, (2) a motion for a preliminary injunction, (3) a request for production of documents from defendants, and (4) notice of depositions. On October 13, 2014, the Delaware Court of Chancery issued an order consolidating all of the Delaware actions into one matter captioned In re Trulia, Inc. Stockholder Litigation. On October 13 and 14, 2014, the above-referenced motions were refiled under the consolidated case number. On November 14, 2014, plaintiffs again refiled their motion for a preliminary injunction challenging the proposed acquisition. On November 19, 2014, the parties entered into a Memorandum of Understanding, documenting an agreement-in-principle for the settlement of the consolidated litigation, pursuant to which Trulia agreed to make certain supplemental disclosures in a Form 8-K. The Memorandum of Understanding was filed with the Court of Chancery that same day. Thereafter, the parties negotiated and agreed to a stipulation of settlement, and after notice to the class, the Court of Chancery held a settlement hearing on September 16, 2015 where the Court requested the parties to make further submission in connection with the settlement. By an opinion dated January 22, 2016, the Court denied approval of the settlement, and on April 6, 2016, the Court dismissed the claims brought in the consolidated lawsuit with prejudice. In March 2015, the Wage and Hour Division of the U.S. Department of Labor (“DOL”) notified the Company that it was initiating a compliance review to determine the Company’s compliance with one or more federal labor laws enforced by the DOL. The Company understands that the scope of this review is limited to the review of the Company’s compliance with certain wage and hour laws with respect to Zillow, Inc. inside sales consultants during a two-year period between 2013 and 2015. In October 2015, the DOL orally informed us that the compliance review was ongoing but that, based on its preliminary findings, it believed the Company may have failed to pay overtime to such inside sales consultants. As discussed below, on May 5, 2016, Zillow, Inc. agreed to settle a class action lawsuit which alleged, among other things, claims that we failed to provide meal and rest breaks, failed to pay overtime, and failed to keep accurate records of employees’ h ours worked. The settlement of the class action lawsuit is contingent on Zillow, Inc.’s complete resolution of the DOL compliance review. As related to the DOL compliance review, the Company does not believe there is a reasonable possibility that a material loss in excess of amounts accrued for the class action lawsuit will be incurred. As a result, we have not recorded an accrual related to the DOL compliance review as of June 30, 2016. In November 2014, a former employee filed a putative class action lawsuit against us in the United States District Court, Central District of California, with the caption Ian Freeman v. Zillow, Inc. The complaint alleged, among other things, claims that we failed to provide meal and rest breaks, failed to pay overtime, and failed to keep accurate records of employees’ hours worked. After the court granted our two motions to dismiss certain claims, plaintiff filed a second amended complaint that includes claims under the Fair Labor Standards Act. On November 20, 2015, plaintiff filed a motion for class certification. On February 26, 2016, the court granted the plaintiff’s motion for class certification. On May 5, 2016, the parties agreed to settle the lawsuit for an immaterial amount. The settlement does not contain any admission of liability, wrongdoing, or responsibility by any of the parties. The settlement class includes all current and former inside sales consultants employed by Zillow, Inc. in any office from January 1, 2010 through the present. We have recorded an accrual for an immaterial amount related to the settlement as of June 30, 2016. The settlement is contingent on the court approving the class action settlement and upon Zillow, Inc.’s complete resolution of the DOL compliance review described above. On June 9, 2016, the Ninth Circuit Court of Appeals granted our petition for permission to appeal the order granting class certification. Appellate proceedings before the circuit court are stayed until September 19, 2016 pending the resolution of the settlement. We do not believe there is a reasonable possibility that a material loss in excess of amounts accrued may be incurred. 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 litigation and 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 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions In February 2015, we paid approximately $0.3 million in filing fees directly to the Federal Trade Commission (the “FTC”), on behalf of and in connection with filings made by Mr. Richard Barton, our Executive Chairman, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), which filings were required due to Mr. Barton’s ownership of Zillow, Inc.’s common stock. In April 2016, we paid approximately $0.1 million for a tax “gross-up” payment to Mr. Barton to cover the imputed income associated with one of his HSR Act filings. |
Self-Insurance
Self-Insurance | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Self-Insurance | Note 16. Self-Insurance Prior to January 1, 2016, we were self-insured for a portion of our medical and dental benefits for certain employees of Trulia since the date of our acquisition of Trulia in February 2015. Beginning on January 1, 2016, we are self-insured for medical benefits for all qualifying Zillow Group employees. The medical plan carries a stop-loss policy which will protect from individual claims during the plan year exceeding $150,000 or when cumulative medical claims exceed 125% of expected claims for the plan year. We record estimates of the total costs of claims incurred based on an analysis of historical data and independent estimates. Our liability for self-insured medical claims is included within accrued compensation and benefits in our condensed consolidated balance sheet and was $2.4 million as of June 30, 2016 and $0.5 million as of December 31, 2015. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2016 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | Note 17. Employee Benefit Plan Prior to January 1, 2016, we maintained separate defined contribution 401(k) retirement plans for employees of Zillow and Trulia. Effective January 1, 2016, we have a single 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 for the three months ended June 30, 2016 and 2015 was $2.4 million and $1.3 million, respectively. The total expense related to the Zillow Group 401(k) Plan for the six months ended June 30, 2016 and 2015 was $4.8 million and $2.1 million, respectively. |
Segment Information and Revenue
Segment Information and Revenue | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information and Revenue | Note 18. Segment Information and Revenue We have one reportable segment. Our reportable segment has been identified based on how 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 on an entity-wide basis. We have one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components. Accordingly, we have determined that we have a single reporting segment and operating unit structure. The chief executive officer reviews information about revenue categories, including marketplace revenue and display revenue. The following table presents our revenue categories during the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Marketplace revenue: Real estate: Premier Agent $ 147,106 $ 115,185 $ 281,635 $ 203,077 Other real estate 26,070 7,373 44,048 12,793 Total Real estate revenue 173,176 122,558 325,683 215,870 Mortgages 18,392 10,393 34,846 19,951 Market Leader — 12,530 — 18,587 Total Marketplace revenue 191,568 145,481 360,529 254,408 Display revenue 16,835 25,788 33,856 44,134 Total revenue $ 208,403 $ 171,269 $ 394,385 $ 298,542 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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 significant intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“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 as of and for the year ended December 31, 2015 included in Zillow Group, Inc.’s Annual Report on Form 10-K, which was filed with the SEC on February 12, 2016. The condensed consolidated balance sheet as of December 31, 2015, included herein, was derived from the audited financial statements of Zillow Group, Inc. as of that date. We have retroactively adjusted prior period share and per share amounts in our condensed consolidated financial statements for the effect of the August 2015 distribution of shares of our Class C capital stock as a dividend to our Class A and Class B common shareholders so that prior periods are comparable to current period presentation. Effective February 17, 2015, Zillow Group acquired Trulia, Inc. (“Trulia”), and each of Zillow and Trulia became wholly owned subsidiaries of Zillow Group. For financial reporting and accounting purposes, Zillow was the acquirer of Trulia. The results presented in the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements reflect those of Zillow prior to the completion of the acquisition of Trulia on February 17, 2015, and Trulia’s results of operations have been included prospectively after February 17, 2015. Market Leader revenue is included in our results of operations from February 17, 2015 through the date of divestiture of September 30, 2015. 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 June 30, 2016, our results of operations and comprehensive loss for the three and six month periods ended June 30, 2016 and 2015, and our cash flows for the six month periods ended June 30, 2016 and 2015. The results of the three and six month periods ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ended December 31, 2016 or for any interim period or for any other future year. |
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 revenue recognition, website development costs, recoverability of long-lived assets and intangible assets with definite lives, share-based compensation, income taxes, business combinations and 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance on the measurement of credit losses on financial instruments. This standard requires the use of an expected loss impairment model for instruments measured at amortized cost. For available-for-sale debt securities, an entity is required to recognize an allowance for credit losses rather than as a write-down. This guidance is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. The adoption of this guidance requires a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We have not yet determined the timing of adoption or the impact the adoption of this guidance will have on our financial position, results of operations or cash flows. In March 2016, the FASB issued guidance on contingent put and call options in debt instruments. This standard clarifies that the assessment of whether an embedded contingent put or call option is clearly and closely related to the debt host only requires an analysis of the four-step decision sequence and does not require an entity to separately assess whether the contingency itself is indexed only to interest rates or the credit risk of the entity. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016 using a modified retrospective transition method, and early adoption is permitted. We expect to adopt this guidance on January 1, 2017. We do not expect the adoption of this guidance to have any impact on our financial position, results of operations or cash flows. In March 2016, the FASB issued guidance on several aspects of the accounting for share-based payment transactions, including the income tax consequences, impact of forfeitures, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. We have not yet determined our approach to adoption or the impact the adoption of this guidance will have on our financial position, results of operations or cash flows. In February 2016, the FASB issued guidance on leases. This standard requires the recognition of a right-of-use asset and lease liability on the balance sheet for all leases. This standard also requires more detailed disclosures to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018 and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, and early adoption is permitted. We expect to adopt this guidance on January 1, 2019. We have not yet determined the impact the adoption of this guidance will have on our financial position, results of operations or cash flows. In January 2016, the FASB issued guidance on the recognition and measurement of financial instruments. This standard requires equity investments, except those accounted for under the equity method of accounting or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income. This standard also requires the separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, early adoption is permitted, and the guidance must be applied prospectively to equity investments that exist as of the adoption date. We expect to adopt this guidance on January 1, 2018. We have not yet determined our approach to adoption or the impact the adoption of this guidance will have on our financial position, results of operations or cash flows. In April 2015, the FASB issued guidance related to a customer’s accounting for fees paid in a cloud computing arrangement. This standard provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015, and early adoption is permitted. We adopted this guidance on January 1, 2016. The adoption of this guidance has not had any impact on our financial position, results of operations or cash flows. In August 2014, the FASB issued guidance on the disclosure of uncertainties about an entity’s ability to continue as a going concern. This standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. We expect to adopt this guidance for the year ending December 31, 2016. We do not expect the adoption of this guidance to have any impact on our financial position, results of operations or cash flows. In May 2014, the FASB issued guidance on revenue recognition. This guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The original effective date of this guidance was for interim and annual reporting periods beginning after December 15, 2016, early adoption is not permitted, and the guidance must be applied retrospectively or modified retrospectively. In July 2015, the FASB approved an optional one-year deferral of the effective date. As a result, we expect to adopt this guidance on January 1, 2018. In 2016, the FASB issued final amendments to clarify the implementation guidance for principal versus agent considerations, identifying performance obligations and the accounting for licenses of intellectual property. We have not yet determined our approach to adoption or the impact the adoption of this guidance will have on our financial position, results of operations or cash flows, if any. |
Fair Value | Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. We applied the following methods and assumptions in estimating our fair value measurements: Cash equivalents Investments |
Net Loss Per Share | Basic net loss per share is computed by dividing net 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 loss per share, undistributed earnings are allocated assuming all earnings during the period were distributed. Diluted net loss per share is computed by dividing net 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 stock appreciation rights and Class A common stock and Class C capital stock underlying unvested restricted stock awards and 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 2020 Notes using the if-converted method. |
Segment Information and Revenue | We have one reportable segment. Our reportable segment has been identified based on how 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 on an entity-wide basis. We have one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components. Accordingly, we have determined that we have a single reporting segment and operating unit structure. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Balances of Cash Equivalents and Investments | The following tables present the balances of assets measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in thousands): June 30, 2016 Total Level 1 Level 2 Cash equivalents: Money market funds $ 83,610 $ 83,610 $ — Short-term investments: U.S. government agency securities 151,185 — 151,185 Corporate notes and bonds 61,918 — 61,918 Municipal securities 34,066 — 34,066 Foreign government securities 11,000 — 11,000 Certificates of deposit 6,764 — 6,764 Restricted cash 1,053 — 1,053 Total $ 349,596 $ 83,610 $ 265,986 December 31, 2015 Total Level 1 Level 2 Cash equivalents: Money market funds $ 195,870 $ 195,870 $ — Certificates of deposit 1,622 — 1,622 Short-term investments: U.S. government agency securities 193,168 — 193,168 Corporate notes and bonds 41,314 — 41,314 Municipal securities 39,853 — 39,853 Certificates of deposit 11,837 — 11,837 Foreign government securities 4,979 — 4,979 Restricted cash 3,015 — 3,015 Total $ 491,658 $ 195,870 $ 295,788 |
Cash, Cash Equivalents, Inves28
Cash, Cash Equivalents, Investments and Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Text Block [Abstract] | |
Amortized Cost, Gross Unrealized Gains and Losses, and Estimated Fair Market Value of Cash and Cash Equivalents, Available-for-Sale 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, available-for-sale investments and restricted cash as of the dates presented (in thousands): June 30, 2016 Amortized Gross Gross Estimated Cash $ 71,600 $ — $ — $ 71,600 Cash equivalents: Money market funds 83,610 — — 83,610 Short-term investments: U.S government agency securities 151,015 183 (13 ) 151,185 Corporate notes and bonds 61,848 71 (1 ) 61,918 Municipal securities 34,049 24 (7 ) 34,066 Foreign government securities 10,973 27 — 11,000 Certificates of deposit 6,763 1 — 6,764 Restricted cash 1,053 — — 1,053 Total $ 420,911 $ 306 $ (21 ) $ 421,196 December 31, 2015 Amortized Gross Gross Estimated Cash $ 31,646 $ — $ — $ 31,646 Cash equivalents: Money market funds 195,870 — — 195,870 Certificates of deposit 1,622 — — 1,622 Short-term investments: U.S government agency securities 193,623 1 (456 ) 193,168 Corporate notes and bonds 41,390 1 (77 ) 41,314 Municipal securities 39,878 11 (36 ) 39,853 Certificates of deposit 11,839 1 (3 ) 11,837 Foreign government securities 4,985 — (6 ) 4,979 Restricted cash 3,015 — — 3,015 Total $ 523,868 $ 14 $ (578 ) $ 523,304 |
Available-for-Sale Investments by Contractual Maturity | The following table presents available-for-sale investments by contractual maturity date as of June 30, 2016 (in thousands): Amortized Cost Estimated Fair Market Value Due in one year or less $ 202,022 $ 202,154 Due after one year through two years 62,626 62,779 Total $ 264,648 $ 264,933 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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): June 30, 2016 December 31, 2015 Website development costs $ 87,378 $ 74,750 Computer equipment 25,018 20,965 Leasehold improvements 33,705 32,918 Construction-in-progress 16,609 15,630 Office equipment, furniture and fixtures 16,702 13,495 Software 9,765 6,961 Property and equipment 189,177 164,719 Less: accumulated amortization and depreciation (90,378 ) (75,080 ) Property and equipment, net $ 98,799 $ 89,639 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Naked Apartments Inc | |
Purchase Price Allocation | Based upon the fair values determined by us, in which we considered or relied in part upon a valuation report of a third-party expert, the total purchase price was allocated as follows (in thousands): Current assets $ 371 Identifiable intangible assets 3,700 Goodwill 10,610 Current liabilities (101 ) Deferred tax liabilities (1,416 ) Total preliminary estimated purchase price $ 13,164 |
Trulia | |
Purchase Price Allocation | Based upon the fair values determined by us, in which we considered or relied in part upon a valuation report of a third-party expert, the total purchase price was allocated as follows (in thousands): Cash and cash equivalents $ 173,447 Accounts receivable 13,093 Prepaid expenses and other current assets 20,833 Restricted cash 6,946 Property and equipment 30,189 Other assets 434 Identifiable intangible assets 549,000 Goodwill 1,736,362 Accounts payable, accrued expenses and other current liabilities (51,258 ) Accrued compensation and benefits (8,324 ) Deferred revenue (8,300 ) Long-term debt (230,000 ) Debt premium recorded in additional paid-in capital (126,386 ) Deferred tax liabilities and other long-term liabilities (139,616 ) Total purchase price $ 1,966,420 |
Summary of Purchase Price | The purchase price to effect the acquisition of Trulia of approximately $2.0 billion is summarized in the following table (in thousands): Value of Class A Common stock issued $ 1,883,728 Substituted stock options and stock appreciation rights attributable to pre-combination service 54,853 Substituted restricted stock units attributable to pre-combination service 27,798 Cash paid in lieu of fractional outstanding shares 41 Total purchase price $ 1,966,420 |
Fair Value of Identifiable Intangible Assets Acquired | The fair value of identifiable intangible assets acquired consisted of the following (in thousands): Estimated Fair Value Estimated Useful Life (in years) Trulia trade names and trademarks $ 351,000 Indefinite Market Leader trade names and trademarks 2,000 2 Customer relationships 92,000 3-7 Developed technology 91,000 3-7 Advertising relationships 9,000 3 MLS home data feeds 4,000 3 Total $ 549,000 |
Pro Forma Condensed Combined Financial Information | The following table presents the unaudited pro forma condensed combined financial information for the periods presented, except for the financial information presented for the three and six month periods ended June 30, 2016 and revenue for the three months ended June 30, 2015, which are presented on an as-reported basis (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 (1) 2016 2015 (2) Revenue $ 208,403 $ 171,269 $ 394,385 $ 333,800 Net loss $ (156,149 ) $ (26,731 ) $ (203,754 ) $ (44,585 ) (1) The pro forma net loss for the three months ended June 30, 2015 includes pro forma adjustments for $6.7 million to eliminate restructuring costs associated with the acquisition of Trulia reflected in the historical financial statements, $3.7 million to eliminate share-based compensation expense attributable to substituted equity awards and $1.7 million to eliminate direct and incremental acquisition-related costs reflected in the historical financial statements. (2) The pro forma net loss for the six months ended June 30, 2015 includes pro forma adjustments for $47.9 million to eliminate direct and incremental acquisition-related costs reflected in the historical financial statements, $37.3 million to eliminate share-based compensation expense attributable to substituted equity awards and to record additional share-based compensation expense attributable to substituted equity awards, $31.9 million to eliminate restructuring costs associated with the acquisition of Trulia reflected in the historical financial statements, $2.4 million to record additional amortization expense for acquired intangible assets and $1.1 million to eliminate Trulia’s historical amortization of capitalized website development costs. |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Change in Goodwill | The following table presents the change in goodwill from December 31, 2015 through June 30, 2016 (in thousands): Balance as of December 31, 2015 $ 1,909,167 Goodwill recorded in connection with the acquisition of Naked Apartments 10,610 Balance as of June 30, 2016 $ 1,919,777 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | The following tables present the detail of intangible assets subject to amortization as of the dates presented (in thousands): June 30, 2016 Cost Accumulated Net Purchased content $ 39,102 $ (20,382 ) $ 18,720 Customer relationships 103,725 (23,902 ) 79,823 Developed technology 111,195 (28,860 ) 82,335 Trade names and trademarks 5,361 (2,775 ) 2,586 Advertising relationships 9,000 (4,098 ) 4,902 MLS home data feeds 1,100 (501 ) 599 Total $ 269,483 $ (80,518 ) $ 188,965 December 31, 2015 Cost Accumulated Net Purchased content $ 37,581 $ (19,649 ) $ 17,932 Customer relationships 103,425 (16,204 ) 87,221 Developed technology 108,295 (19,515 ) 88,780 Trade names and trademarks 4,860 (2,212 ) 2,648 Advertising relationships 9,000 (2,598 ) 6,402 MLS home data feeds 1,100 (318 ) 782 Total $ 264,261 $ (60,496 ) $ 203,765 |
Share-Based Awards (Tables)
Share-Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Option Award and Stock Appreciation Rights Activity | Option Awards and Stock Appreciation Rights The following table summarizes option award and stock appreciation rights activity for the year ended December 31, 2015 and the six months ended June 30, 2016: Number of Shares Subject to Existing Options and Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2015 17,399,292 $ 18.12 5.32 $ 311,040 Assumed Trulia options and stock appreciation rights in connection with February 2015 acquisition of Trulia 3,159,765 13.79 Granted 11,438,095 31.45 Exercised (2,732,767 ) 8.99 Forfeited or cancelled (2,138,011 ) 28.37 Outstanding at December 31, 2015 27,126,374 23.35 5.96 156,025 Granted 5,651,734 22.77 Exercised (746,024 ) 10.37 Forfeited or cancelled (733,458 ) 30.21 Outstanding at June 30, 2016 31,298,626 23.40 6.23 416,763 Vested and exercisable at June 30, 2016 12,545,302 18.25 4.16 232,164 |
Fair Value of Options Granted, Excluding Stock Option Grant Program of Nonemployee Directors and Executives, Estimated at Date of Grant Using Black Scholes Merton Option Pricing Model | The fair value of options granted, excluding options granted under the Stock Option Grant Program for Nonemployee Directors (“Nonemployee Director Awards”) and certain options granted to the Company’s executives in January and February 2015, 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 June 30, Six Months Ended June 30, 2016 2015 2016 2015 Expected volatility 51% 55% 51% 55%-56% Expected dividend yield — — — — Risk-free interest rate 0.89%-1.20% 1.30%-1.48% 0.89%-1.20% 1.08%-1.48% Weighted-average expected life 4 years 4.58 years 3.77 years 4.58 years Weighted-average fair value of options granted $11.11 $14.15 $8.92 $15.78 |
Summary of Restricted Stock Units Activity | The following table summarizes activity for restricted stock units for the year ended December 31, 2015 and the six months ended June 30, 2016: Restricted Stock Units Weighted- Unvested outstanding at January 1, 2015 376,806 $ 28.56 Assumed Trulia restricted stock units in connection with February 2015 acquisition of Trulia 3,798,957 36.38 Granted 1,354,185 28.55 Vested (1,899,531 ) 31.74 Forfeited or cancelled (1,024,903 ) 31.12 Unvested outstanding at December 31, 2015 2,605,514 32.36 Granted 2,334,312 22.82 Vested (766,870 ) 33.82 Forfeited or cancelled (305,424 ) 27.77 Unvested outstanding at June 30, 2016 3,867,532 26.68 |
Effects of Share Based Compensation in Consolidated Statements of Operations | The following table presents the effects of share-based compensation in our condensed consolidated statements of operations during the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Cost of revenue $ 1,627 $ 1,110 $ 2,846 $ 2,062 Sales and marketing 6,395 8,784 11,598 12,993 Technology and development 8,366 7,005 15,125 12,771 General and administrative 11,928 12,981 24,298 25,061 Restructuring costs — 3,584 — 14,004 Total $ 28,316 $ 33,464 $ 53,867 $ 66,891 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | For the periods presented, the following Class A common stock and Class C capital stock equivalents were excluded from the calculations of diluted net loss per share because their effect would have been antidilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Class A common stock and Class C capital stock issuable upon the exercise of option awards and stock appreciation rights 6,048 6,918 5,595 7,506 Class A common stock and Class C capital stock underlying unvested restricted stock awards and restricted stock units 800 882 329 990 Class A common stock issuable upon conversion of the 2020 Notes 9,535 9,535 9,535 9,535 Total Class A common stock and Class C capital stock equivalents 16,383 17,335 15,459 18,031 |
Segment Information and Reven35
Segment Information and Revenue (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Revenue Categories | The chief executive officer reviews information about revenue categories, including marketplace revenue and display revenue. The following table presents our revenue categories during the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Marketplace revenue: Real estate: Premier Agent $ 147,106 $ 115,185 $ 281,635 $ 203,077 Other real estate 26,070 7,373 44,048 12,793 Total Real estate revenue 173,176 122,558 325,683 215,870 Mortgages 18,392 10,393 34,846 19,951 Market Leader — 12,530 — 18,587 Total Marketplace revenue 191,568 145,481 360,529 254,408 Display revenue 16,835 25,788 33,856 44,134 Total revenue $ 208,403 $ 171,269 $ 394,385 $ 298,542 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
Trulia | |
Schedule Of Significant Accounting Policies [Line Items] | |
Business acquisition, effective date | Feb. 17, 2015 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Original maturities date of money market funds | Less than three months | |
Liabilities measured at fair value | $ 0 | $ 0 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | $ 0 | $ 0 |
Fair Value of Cash Equivalents
Fair Value of Cash Equivalents and Investments (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 421,196 | $ 523,304 |
Restricted cash | 1,053 | 3,015 |
Total | 349,596 | 491,658 |
Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 83,610 | 195,870 |
Certificates of Deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,622 | |
Short-term investments | 6,764 | 11,837 |
US Government Agencies Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 151,185 | 193,168 |
Corporate Notes and Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 61,918 | 41,314 |
Municipal Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 34,066 | 39,853 |
Foreign Government Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 11,000 | 4,979 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 83,610 | 195,870 |
Fair Value, Inputs, Level 1 | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 83,610 | 195,870 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 1,053 | 3,015 |
Total | 265,986 | 295,788 |
Fair Value, Inputs, Level 2 | Certificates of Deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,622 | |
Short-term investments | 6,764 | 11,837 |
Fair Value, Inputs, Level 2 | US Government Agencies Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 151,185 | 193,168 |
Fair Value, Inputs, Level 2 | Corporate Notes and Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 61,918 | 41,314 |
Fair Value, Inputs, Level 2 | Municipal Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 34,066 | 39,853 |
Fair Value, Inputs, Level 2 | Foreign Government Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 11,000 | $ 4,979 |
Cash, Cash Equivalents, Inves39
Cash, Cash Equivalents, Investments and Restricted Cash - Additional Information (Detail) $ in Millions | Jan. 01, 2015USD ($) |
Cash and Cash Equivalents [Abstract] | |
Held to maturity transferred to available-for-sale security, unrealized loss | $ 0.1 |
Amount transferred from held-to-maturity to available-for-sale | $ 440.8 |
Amortized Cost, Gross Unrealize
Amortized Cost, Gross Unrealized Gains and Losses, and Estimated Fair Market Value of Cash and Cash Equivalents, Available-for-Sale Investments and Restricted Cash (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Schedule of Investments [Line Items] | ||
Amortized Cost | $ 420,911 | $ 523,868 |
Gross Unrealized Gains | 306 | 14 |
Gross Unrealized Losses | (21) | (578) |
Estimated Fair Market Value | 421,196 | 523,304 |
Cash | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | 71,600 | 31,646 |
Estimated Fair Market Value | 71,600 | 31,646 |
Certificates of Deposit | ||
Schedule of Investments [Line Items] | ||
Estimated Fair Market Value | 6,764 | 11,837 |
US Government Agencies Debt Securities | ||
Schedule of Investments [Line Items] | ||
Estimated Fair Market Value | 151,185 | 193,168 |
Corporate Notes and Bonds | ||
Schedule of Investments [Line Items] | ||
Estimated Fair Market Value | 61,918 | 41,314 |
Municipal Securities | ||
Schedule of Investments [Line Items] | ||
Estimated Fair Market Value | 34,066 | 39,853 |
Foreign Government Securities | ||
Schedule of Investments [Line Items] | ||
Estimated Fair Market Value | 11,000 | 4,979 |
Restricted Cash | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | 1,053 | 3,015 |
Estimated Fair Market Value | 1,053 | 3,015 |
Cash Equivalents | Money Market Funds | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | 83,610 | 195,870 |
Estimated Fair Market Value | 83,610 | 195,870 |
Cash Equivalents | Certificates of Deposit | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | 1,622 | |
Estimated Fair Market Value | 1,622 | |
Short-term Investments | Certificates of Deposit | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | 6,763 | 11,839 |
Gross Unrealized Gains | 1 | 1 |
Gross Unrealized Losses | (3) | |
Estimated Fair Market Value | 6,764 | 11,837 |
Short-term Investments | US Government Agencies Debt Securities | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | 151,015 | 193,623 |
Gross Unrealized Gains | 183 | 1 |
Gross Unrealized Losses | (13) | (456) |
Estimated Fair Market Value | 151,185 | 193,168 |
Short-term Investments | Corporate Notes and Bonds | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | 61,848 | 41,390 |
Gross Unrealized Gains | 71 | 1 |
Gross Unrealized Losses | (1) | (77) |
Estimated Fair Market Value | 61,918 | 41,314 |
Short-term Investments | Municipal Securities | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | 34,049 | 39,878 |
Gross Unrealized Gains | 24 | 11 |
Gross Unrealized Losses | (7) | (36) |
Estimated Fair Market Value | 34,066 | 39,853 |
Short-term Investments | Foreign Government Securities | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | 10,973 | 4,985 |
Gross Unrealized Gains | 27 | |
Gross Unrealized Losses | (6) | |
Estimated Fair Market Value | $ 11,000 | $ 4,979 |
Available-for-Sale Investments
Available-for-Sale Investments by Contractual Maturity (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Available-for-sale Securities, Debt Maturities [Abstract] | |
Amortized Cost, Due in one year or less | $ 202,022 |
Amortized Cost, Due after one year through two years | 62,626 |
Total | 264,648 |
Estimated Fair Market Value, Due in one year or less | 202,154 |
Estimated Fair Market Value, Due after one year through two years | 62,779 |
Total | $ 264,933 |
Detail of Property and Equipmen
Detail of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 189,177 | $ 164,719 |
Less: accumulated amortization and depreciation | (90,378) | (75,080) |
Property and equipment, net | 98,799 | 89,639 |
Website development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 87,378 | 74,750 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 25,018 | 20,965 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 33,705 | 32,918 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 16,609 | 15,630 |
Office equipment, furniture, and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 16,702 | 13,495 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 9,765 | $ 6,961 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Amortization and depreciation expense related to property and equipment other than website development costs | $ 4,700 | $ 3,300 | $ 8,500 | $ 5,500 |
Capitalization of website development costs | 13,600 | 11,800 | 25,100 | 21,800 |
Amortization of website development costs and intangible assets included in technology and development | 20,845 | 17,117 | 40,904 | 28,899 |
Technology and Development | ||||
Property, Plant and Equipment [Line Items] | ||||
Amortization of website development costs and intangible assets included in technology and development | 10,900 | 11,300 | 21,800 | 18,200 |
Technology and Development | Software Development | ||||
Property, Plant and Equipment [Line Items] | ||||
Amortization of website development costs and intangible assets included in technology and development | $ 9,900 | $ 5,800 | $ 19,100 | $ 10,700 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | Feb. 22, 2016USD ($) | Feb. 17, 2015USD ($)$ / sharesshares | Jun. 30, 2016 | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015 | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||||||
Converted share of fully paid | At the effective time of the merger, each share of Trulia common stock was converted into the right to receive 0.444 of a share of fully paid and nonassessable Zillow Group Class A common stock. | ||||||
Common stock exchange ratio | 0.444 | ||||||
Closing price of stock on date of acquisition | $ / shares | $ 109.14 | ||||||
Stock option and stock appreciation rights assumed of grant using the Black-Scholes-Merton option-pricing model, expected volatility | 51.00% | 55.00% | 51.00% | ||||
Stock option and stock appreciation rights assumed of grant using the Black-Scholes-Merton option-pricing model, dividends | 0.00% | 0.00% | 0.00% | 0.00% | |||
Stock option and stock appreciation rights assumed of grant using the Black-Scholes-Merton option-pricing model, expected life | 4 years | 4 years 6 months 29 days | 3 years 9 months 7 days | 4 years 6 months 29 days | |||
Direct and incremental acquisition-related costs | |||||||
Business Acquisition [Line Items] | |||||||
Pro forma adjustments | $ 6,700,000 | $ 47,900,000 | |||||
Share-based compensation expense attributable to substituted equity awards | |||||||
Business Acquisition [Line Items] | |||||||
Pro forma adjustments | 37,300,000 | ||||||
Restructuring costs associated with acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Pro forma adjustments | 1,700,000 | 31,900,000 | |||||
Amortization expense of acquired intangible assets | |||||||
Business Acquisition [Line Items] | |||||||
Pro forma adjustments | $ 3,700,000 | 2,400,000 | |||||
Amortization of capitalized website development costs | |||||||
Business Acquisition [Line Items] | |||||||
Pro forma adjustments | $ 1,100,000 | ||||||
2.75% Convertible Senior Notes Due 2020 | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of Notes | $ 356,400,000 | ||||||
Debt instrument, aggregate principal amount | 230,000,000 | ||||||
Debt premium recorded in additional paid-in capital | 126,400,000 | ||||||
2.75% Convertible Senior Notes Due 2020 | Class A Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock exchange ratio | 0.444 | ||||||
Trulia | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition purchase price in cash | 41,000 | ||||||
Business acquisition, purchase price | $ 1,966,420,000 | ||||||
Stock option and stock appreciation rights assumed of grant using the Black-Scholes-Merton option-pricing model, expected volatility | 53.00% | ||||||
Stock option and stock appreciation rights assumed of grant using the Black-Scholes-Merton option-pricing model, dividends | 0.00% | ||||||
Stock option and stock appreciation rights assumed of grant using the Black-Scholes-Merton option-pricing model, risk-free interest rate | 1.10% | ||||||
Stock option and stock appreciation rights assumed of grant using the Black-Scholes-Merton option-pricing model, expected life | 3 years | ||||||
Indefinite-lived intangible asset | $ 549,000,000 | ||||||
Deferred tax liability | $ 139,500,000 | ||||||
Trulia | Class A Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued for acquisition | shares | 17,259,704 | ||||||
Trulia | Trade Names and Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Indefinite-lived intangible asset | $ 351,000,000 | $ 351,000,000 | |||||
Naked Apartments Inc | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition purchase price in cash | $ 13,200,000 |
Purchase Price Allocation (Deta
Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Feb. 22, 2016 | Dec. 31, 2015 | Feb. 17, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,919,777 | $ 1,909,167 | ||
Naked Apartments Inc | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 371 | |||
Identifiable intangible assets | 3,700 | |||
Goodwill | 10,610 | |||
Current liabilities | (101) | |||
Deferred tax liabilities | (1,416) | |||
Total preliminary estimated purchase price | $ 13,164 | |||
Trulia | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 173,447 | |||
Accounts receivable | 13,093 | |||
Prepaid expenses and other current assets | 20,833 | |||
Restricted cash | 6,946 | |||
Property and equipment | 30,189 | |||
Other assets | 434 | |||
Identifiable intangible assets | 549,000 | |||
Goodwill | 1,736,362 | |||
Accounts payable, accrued expenses and other current liabilities | (51,258) | |||
Accrued compensation and benefits | (8,324) | |||
Deferred revenue | (8,300) | |||
Long-term debt | (230,000) | |||
Debt premium recorded in additional paid-in capital | (126,386) | |||
Deferred tax liabilities and other long-term liabilities | (139,616) | |||
Total preliminary estimated purchase price | $ 1,966,420 |
Summary of Purchase Price (Deta
Summary of Purchase Price (Detail) - Trulia $ in Thousands | Feb. 17, 2015USD ($) |
Business Acquisition [Line Items] | |
Cash paid in lieu of fractional outstanding shares | $ 41 |
Total purchase price | 1,966,420 |
Class A Common Stock | |
Business Acquisition [Line Items] | |
Value of stock issued and substituted share awards attributable to pre-combination service | 1,883,728 |
Stock Option and Stock Appreciation Rights | |
Business Acquisition [Line Items] | |
Value of stock issued and substituted share awards attributable to pre-combination service | 54,853 |
Restricted Stock Units | |
Business Acquisition [Line Items] | |
Value of stock issued and substituted share awards attributable to pre-combination service | $ 27,798 |
Fair Value of Identifiable Inta
Fair Value of Identifiable Intangible Assets Acquired (Detail) - USD ($) $ in Thousands | Feb. 17, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Trulia | |||
Business Acquisition [Line Items] | |||
Total Fair Value | $ 549,000 | ||
Trulia | Market Leader Trade Names and Trademarks | |||
Business Acquisition [Line Items] | |||
Total Fair Value | $ 2,000 | ||
Estimated Useful Life (in years) | 2 years | ||
Trulia | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Total Fair Value | $ 92,000 | ||
Trulia | Developed Technology | |||
Business Acquisition [Line Items] | |||
Total Fair Value | 91,000 | ||
Trulia | Advertising Relationships | |||
Business Acquisition [Line Items] | |||
Total Fair Value | $ 9,000 | ||
Estimated Useful Life (in years) | 3 years | ||
Trulia | MLS Home Data Feeds | |||
Business Acquisition [Line Items] | |||
Total Fair Value | $ 4,000 | ||
Estimated Useful Life (in years) | 3 years | ||
Trulia | Trade Names and Trademarks | |||
Business Acquisition [Line Items] | |||
Total Fair Value | $ 351,000 | $ 351,000 | |
Minimum | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 2 years | ||
Minimum | Trulia | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 3 years | ||
Minimum | Trulia | Developed Technology | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 3 years | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 9 years | ||
Maximum | Trulia | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 7 years | ||
Maximum | Trulia | Developed Technology | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 7 years |
Pro Forma Condensed Combined Fi
Pro Forma Condensed Combined Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | [1] | Jun. 30, 2016 | Jun. 30, 2015 | [2] | |
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Revenue | $ 208,403 | $ 171,269 | $ 394,385 | $ 333,800 | ||
Net loss | $ (156,149) | $ (26,731) | $ (203,754) | $ (44,585) | ||
[1] | The pro forma net loss for the three months ended June 30, 2015 includes pro forma adjustments for $6.7 million to eliminate restructuring costs associated with the acquisition of Trulia reflected in the historical financial statements, $3.7 million to eliminate share-based compensation expense attributable to substituted equity awards and $1.7 million to eliminate direct and incremental acquisition-related costs reflected in the historical financial statements. | |||||
[2] | The pro forma net loss for the six months ended June 30, 2015 includes pro forma adjustments for $47.9 million to eliminate direct and incremental acquisition-related costs reflected in the historical financial statements, $37.3 million to eliminate share-based compensation expense attributable to substituted equity awards and to record additional share-based compensation expense attributable to substituted equity awards, $31.9 million to eliminate restructuring costs associated with the acquisition of Trulia reflected in the historical financial statements, $2.4 million to record additional amortization expense for acquired intangible assets and $1.1 million to eliminate Trulia's historical amortization of capitalized website development costs. |
Change in Goodwill (Detail)
Change in Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill [Line Items] | |
Balance as of December 31, 2015 | $ 1,909,167 |
Balance as of June 30, 2016 | 1,919,777 |
Naked Apartments Inc | |
Goodwill [Line Items] | |
Goodwill recorded in connection with the acquisition | $ 10,610 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 269,483 | $ 264,261 |
Accumulated Amortization | (80,518) | (60,496) |
Net | 188,965 | 203,765 |
Purchased Content | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 39,102 | 37,581 |
Accumulated Amortization | (20,382) | (19,649) |
Net | 18,720 | 17,932 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 111,195 | 108,295 |
Accumulated Amortization | (28,860) | (19,515) |
Net | 82,335 | 88,780 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 103,725 | 103,425 |
Accumulated Amortization | (23,902) | (16,204) |
Net | 79,823 | 87,221 |
Trade Names and Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 5,361 | 4,860 |
Accumulated Amortization | (2,775) | (2,212) |
Net | 2,586 | 2,648 |
Advertising Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,000 | 9,000 |
Accumulated Amortization | (4,098) | (2,598) |
Net | 4,902 | 6,402 |
MLS Home Data Feeds | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,100 | 1,100 |
Accumulated Amortization | (501) | (318) |
Net | $ 599 | $ 782 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of website development costs and intangible assets included in technology and development | $ 20,845 | $ 17,117 | $ 40,904 | $ 28,899 |
Trulia | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible asset | 351,000 | |||
Technology and Development | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of website development costs and intangible assets included in technology and development | $ 10,900 | $ 11,300 | $ 21,800 | $ 18,200 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Detail) | Feb. 17, 2015USD ($) | Jun. 30, 2016USD ($)$ / shares | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)d$ / shares | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Common stock exchange ratio | 0.444 | |||||
Interest expense | $ 1,572,000 | $ 1,580,000 | $ 3,145,000 | $ 2,310,000 | ||
Class A Common Stock | Stock Split | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, conversion rate principal amount | $ 1,000 | $ 1,000 | ||||
Debt instrument, conversion rate shares | 41.4550 | |||||
Initial conversion price | $ / shares | $ 24.12 | $ 24.12 | ||||
2.75% Convertible Senior Notes Due 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, aggregate principal amount | $ 230,000,000 | |||||
Debt instrument, due date | Dec. 15, 2020 | |||||
Debt instrument, interest rate stated percentage | 2.75% | |||||
Debt instrument, frequency of period payment | Semi-annually on June 15 and December 15 | |||||
Debt instrument, conversion rate principal amount | $ 1,000 | $ 1,000 | ||||
Debt instrument, conversion rate shares | 27.8303 | |||||
Repurchase price percentage of principal amount | 100.00% | |||||
Debt instrument, covenant description | There are no financial covenants associated with the 2020 Notes. | |||||
Debt instrument, redemption period start date | Dec. 20, 2018 | |||||
Interest expense | 1,600,000 | $ 1,600,000 | $ 3,100,000 | $ 2,300,000 | ||
Accrued interest | 300,000 | 300,000 | ||||
Debt instrument carrying value | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | |||
2.75% Convertible Senior Notes Due 2020 | Class A Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, conversion rate shares | 12.3567 | |||||
Common stock exchange ratio | 0.444 | |||||
Initial conversion price | $ / shares | $ 80.93 | $ 80.93 | ||||
Debt instrument, convertible threshold percentage | 130.00% | |||||
Debt instrument, convertible threshold trading days | d | 20 | |||||
Debt instrument, convertible threshold consecutive trading days | 30 days | |||||
Fair Value, Inputs, Level 3 | 2.75% Convertible Senior Notes Due 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Fair value of convertible notes | $ 360,800,000 | $ 360,800,000 | $ 272,900,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Schedule Of Income Tax [Line Items] | ||
Current income tax liability | $ 0 | |
Income tax benefit | $ 1,364,000 | |
Federal | ||
Schedule Of Income Tax [Line Items] | ||
Net operating loss carryforwards | 735,200,000 | |
State | ||
Schedule Of Income Tax [Line Items] | ||
Net operating loss carryforwards | $ 11,600,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016shares | Jun. 30, 2016Voteshares | Dec. 31, 2015shares | |
Class of Stock [Line Items] | |||
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 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 | ||
Number of common stock issued | 0 | 0 | 0 |
Class C Capital Stock | |||
Class of Stock [Line Items] | |||
Common stock holders voting right | Vote | 0 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock holders voting right | Vote | 10 | ||
Number of common stock converted | 0 | 0 | 0 |
Share-Based Awards - Zillow Gro
Share-Based Awards - Zillow Group, Inc. Incentive Plan - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016shares | |
Amended and Restated 2011 Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for future issuance | 18,400,000 |
Increase in number of shares of common and capital stock available for issuance percentage | 3.50% |
Increase in number of shares of common and capital stock available for issuance | 10,500,000 |
2011 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price per share fixed | 100.00% |
2011 Plan | Option Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share based compensation arrangement by share based payment, award minimum exercisable period | 3 months |
Share based compensation arrangement by share based payment, award maximum exercisable period | 12 months |
Options vesting rights | Options granted under the 2011 Plan typically expire seven or 10 years from the grant date and typically vest either 25% after 12 months and ratably thereafter over the next 36 months or quarterly over a period of four years, though certain options have been granted with longer vesting schedules. |
2011 Plan | Option Awards | Vesting After 12 Months | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 25.00% |
Vesting period | 12 months |
2011 Plan | Option Awards | Vesting After 36 Months | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 36 months |
2011 Plan | Option Awards | Quarterly Vesting Over 4 Years | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
2011 Plan | Option Awards | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 7 years |
2011 Plan | Option Awards | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Summary of Option Award and Sto
Summary of Option Award and Stock Appreciation Rights Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of Shares Subject to Existing Option Awards and Stock Appreciation Rights, Beginning Balance | 27,126,374 | 17,399,292 | |
Number of Shares Subject to Existing Option Awards and Stock Appreciation Rights, Assumed Trulia options and stock appreciation rights in connection with February 2015 acquisition of Trulia | 3,159,765 | ||
Number of Shares Subject to Existing Option Awards and Stock Appreciation Rights, Granted | 5,651,734 | 11,438,095 | |
Number of Shares Subject to Existing Option Awards and Stock Appreciation Rights, Exercised | (746,024) | (2,732,767) | |
Number of Shares Subject to Existing Option Awards and Stock Appreciation Rights, Forfeited or cancelled | (733,458) | (2,138,011) | |
Number of Shares Subject to Existing Option Awards and Stock Appreciation Rights, Ending Balance | 31,298,626 | 27,126,374 | 17,399,292 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ 23.35 | $ 18.12 | |
Number of Shares Subject to Existing Option Awards and Stock Appreciation Rights, Vested and exercisable, Ending balance | 12,545,302 | ||
Weighted-Average Exercise Price Per Share, Assumed Trulia options and stock appreciation rights in connection with February 2015 acquisition of Trulia | 13.79 | ||
Weighted-Average Exercise Price Per Share, Granted | $ 22.77 | 31.45 | |
Weighted-Average Exercise Price Per Share, Exercised | 10.37 | 8.99 | |
Weighted-Average Exercise Price Per Share, Forfeited or cancelled | 30.21 | 28.37 | |
Weighted-Average Exercise Price Per Share, Ending Balance | 23.40 | $ 23.35 | $ 18.12 |
Weighted-Average Exercise Price Per Share, Vested and exercisable | $ 18.25 | ||
Weighted-Average Remaining Contractual Life (Years) | 6 years 2 months 23 days | 5 years 11 months 16 days | 5 years 3 months 26 days |
Weighted-Average Remaining Contractual Life (Years), Vested and exercisable | 4 years 1 month 28 days | ||
Aggregate Intrinsic Value | $ 416,763 | $ 156,025 | $ 311,040 |
Aggregate Intrinsic Value Vested, and exercisable | $ 232,164 |
Fair Value of Options Granted,
Fair Value of Options Granted, Excluding Stock Option Grant Program of Nonemployee Directors and Executives, Estimated at Date of Grant Using Black Scholes Merton Option Pricing Model (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected volatility | 51.00% | 55.00% | 51.00% | |
Expected volatility, minimum | 55.00% | |||
Expected volatility, maximum | 56.00% | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.89% | 1.30% | 0.89% | 1.08% |
Risk-free interest rate, maximum | 1.20% | 1.48% | 1.20% | 1.48% |
Weighted-average expected life | 4 years | 4 years 6 months 29 days | 3 years 9 months 7 days | 4 years 6 months 29 days |
Weighted-average fair value of options granted | $ 11.11 | $ 14.15 | $ 8.92 | $ 15.78 |
Share-Based Awards - Option Awa
Share-Based Awards - Option Awards and Stock Appreciation Rights - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Feb. 28, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of options granted | $ 11.11 | $ 14.15 | $ 8.92 | $ 15.78 | ||
Expected volatility | 51.00% | 55.00% | 51.00% | |||
Weighted-average expected life | 4 years | 4 years 6 months 29 days | 3 years 9 months 7 days | 4 years 6 months 29 days | ||
Share-based compensation | $ 28,316,000 | $ 33,464,000 | $ 53,867,000 | $ 66,891,000 | ||
Stock Option and Stock Appreciation Rights | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized cost of unvested share-based compensation awards | 207,100,000 | $ 207,100,000 | ||||
Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Option awards of Class A common stock and Class C capital stock granted | 93,995 | |||||
Fair value of options granted | $ 8.91 | |||||
Expected volatility | 51.00% | |||||
Risk-free interest rate | 1.12% | |||||
Weighted-average expected life | 4 years 3 months | |||||
Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Option awards of Class A common stock and Class C capital stock granted | 3,450,000 | |||||
Expected volatility | 52.00% | |||||
Risk-free interest rate | 1.76% | |||||
Weighted-average expected life | 6 years 9 months 18 days | |||||
Fair value of option awards granted | $ 62,800,000 | |||||
Expected dividend | $ 0 | |||||
Options vesting rights | One-sixteenth of the total number of shares subject to the option awards vested and became exercisable on the first anniversary of the vesting commencement date. An additional 1/192nd of the total number of shares subject to the option awards will vest and become exercisable monthly thereafter over the next three years so that this portion of the award will be vested and exercisable four years from the vesting commencement date. One-sixteenth of the total number of shares subject to the option awards will vest and become exercisable on the two-year anniversary of the vesting commencement date. An additional 1/192nd of the total number of shares subject to the option awards will vest and become exercisable monthly thereafter over the next three years so that this portion of the award will be vested and exercisable five years from the vesting commencement date. One-sixteenth of the total number of shares subject to the option awards will vest and become exercisable on the three-year anniversary of the vesting commencement date. An additional 1/192nd of the total number of shares subject to the option awards will vest and become exercisable monthly thereafter over the next three years so that this portion of the award will be vested and exercisable six years from the vesting commencement date. One-sixteenth of the total number of shares subject to the option awards will vest and become exercisable on the four-year anniversary of the vesting commencement date. An additional 1/192nd of the total number of shares subject to the option awards will vest and become exercisable monthly thereafter over the next three years so that this portion of the award will be vested and exercisable seven years from the vesting commencement date. | |||||
Expiration period | 10 years | |||||
General and Administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation | $ 11,928,000 | $ 12,981,000 | $ 24,298,000 | 25,061,000 | ||
General and Administrative | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation | $ 800,000 | $ 800,000 |
Summary of Restricted Stock Uni
Summary of Restricted Stock Units Activity (Detail) - Restricted Stock Units - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Restricted Stock Units | ||
Unvested outstanding, beginning balance | 2,605,514 | 376,806 |
Assumed Trulia restricted stock units in connection with February 2015 acquisition of Trulia | 3,798,957 | |
Granted | 2,334,312 | 1,354,185 |
Vested | (766,870) | (1,899,531) |
Forfeited or cancelled | (305,424) | (1,024,903) |
Unvested outstanding, ending balance | 3,867,532 | 2,605,514 |
Weighted-Average Grant-Date Fair Value | ||
Unvested outstanding, beginning balance | $ 32.36 | $ 28.56 |
Assumed Trulia restricted stock units in connection with February 2015 acquisition of Trulia | 36.38 | |
Granted | 22.82 | 28.55 |
Vested | 33.82 | 31.74 |
Forfeited or cancelled | 27.77 | 31.12 |
Unvested outstanding, ending balance | $ 26.68 | $ 32.36 |
Share-Based Awards - Restricted
Share-Based Awards - Restricted Stock Units - Additional Information (Detail) - Restricted Stock Units - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 2,334,312 | 1,354,185 | |
Total unrecognized compensation cost | $ 92.9 | ||
Naked Apartments Inc | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of restricted shares issued | $ 3.6 | ||
Naked Apartments Inc | Retention Bonus Plan Member | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 161,883 | ||
Naked Apartments Inc | Retention Bonus Plan Member | Vesting After 2.5 Years | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 139,075 | ||
Award vesting rights | One-sixth of the restricted stock units vest on August 22, 2016, and the remaining restricted stock units vest quarterly thereafter over the next 2.5 years | ||
Vesting percentage | 16.67% | ||
Vesting commencement date of restricted shares | Aug. 22, 2016 | ||
Vesting period | 2 years 6 months | ||
Naked Apartments Inc | Retention Bonus Plan Member | Vesting After 1.5 Years | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 22,808 | ||
Award vesting rights | 25% of the restricted stock units vest on August 22, 2016, and the remaining restricted stock units vest quarterly thereafter over the next 1.5 years. | ||
Vesting percentage | 25.00% | ||
Vesting commencement date of restricted shares | Aug. 22, 2016 | ||
Vesting period | 1 year 6 months |
Effects of Share Based Compensa
Effects of Share Based Compensation in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | $ 28,316 | $ 33,464 | $ 53,867 | $ 66,891 |
Cost of Revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | 1,627 | 1,110 | 2,846 | 2,062 |
Sales and Marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | 6,395 | 8,784 | 11,598 | 12,993 |
Technology and Development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | 8,366 | 7,005 | 15,125 | 12,771 |
General and Administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | $ 11,928 | 12,981 | $ 24,298 | 25,061 |
Restructuring Costs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | $ 3,584 | $ 14,004 |
Antidilutive Securities Exclude
Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Class A Common Stock and Class C Capital Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Class A common stock and Class C capital stock equivalents excluded from calculations of diluted net loss per share | 16,383 | 17,335 | 15,459 | 18,031 |
Class A Common Stock and Class C Capital Stock | Option Awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Class A common stock and Class C capital stock equivalents excluded from calculations of diluted net loss per share | 6,048 | 6,918 | 5,595 | 7,506 |
Class A Common Stock and Class C Capital Stock | Restricted Stock Awards and Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Class A common stock and Class C capital stock equivalents excluded from calculations of diluted net loss per share | 800 | 882 | 329 | 990 |
Class A Common Stock | 2.75% Convertible Senior Notes Due 2020 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Class A common stock and Class C capital stock equivalents excluded from calculations of diluted net loss per share | 9,535 | 9,535 | 9,535 | 9,535 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jun. 06, 2016USD ($) | Sep. 30, 2010Patent | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Other Commitments [Line Items] | |||||||
Operating lease expense | $ 3,800,000 | $ 4,000,000 | $ 7,700,000 | $ 7,400,000 | |||
Amortization periods description | For contracts in which we have perpetual rights to the data, the total contract value is amortized on a straight-line basis over the life of the contract plus two years, which is equivalent to the estimated useful life of the asset. | ||||||
Outstanding surety bonds | 3,400,000 | $ 3,400,000 | $ 3,400,000 | ||||
Loss contingency accrual | 0 | $ 0 | |||||
Payment for settlement of claims | $ 130,000,000 | ||||||
Minimum | |||||||
Other Commitments [Line Items] | |||||||
Estimate useful life of the asset | 2 years | ||||||
Maximum | |||||||
Other Commitments [Line Items] | |||||||
Estimate useful life of the asset | 9 years | ||||||
Seattle, Washington | |||||||
Other Commitments [Line Items] | |||||||
Outstanding letters of credit | 1,800,000 | $ 1,800,000 | |||||
San Francisco, California | |||||||
Other Commitments [Line Items] | |||||||
Outstanding letters of credit | 5,200,000 | 5,200,000 | |||||
New York | |||||||
Other Commitments [Line Items] | |||||||
Outstanding letters of credit | 1,100,000 | 1,100,000 | |||||
Denver, Colorado | |||||||
Other Commitments [Line Items] | |||||||
Outstanding letters of credit | 1,100,000 | $ 1,100,000 | |||||
LendingTree, LLC | |||||||
Other Commitments [Line Items] | |||||||
Number of patents infringed | Patent | 2 | ||||||
Allegations and asserted defenses | In March 2014, a federal jury found that Zillow does not infringe the patents and that the patents asserted by LendingTree are invalid. | ||||||
Loss contingency accrual | $ 0 | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Mr.Richard Barton - USD ($) $ in Millions | 1 Months Ended | |
Feb. 28, 2015 | Apr. 30, 2016 | |
Related Party Transaction [Line Items] | ||
Payment of filing fees | $ 0.3 | |
Accrual gross-up payment | $ 0.1 |
Self-Insurance - Additional Inf
Self-Insurance - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Insurance [Line Items] | ||
Minimum amount of individual claim under self insurance plan | $ 150,000 | |
Liability for self-insured claims included in accrued compensation and benefits | $ 2,400,000 | $ 500,000 |
Minimum | ||
Insurance [Line Items] | ||
Percentage of cumulative medical claim under self insurance plan | 125.00% |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - Zillow Merger - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Company's expense related to its defined contribution 401(k) retirement plans | $ 2.4 | $ 1.3 | $ 4.8 | $ 2.1 |
Maximum | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Company's contribution based on employee contribution | 4.00% |
Segment Information and Reven67
Segment Information and Revenue - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segment | 1 |
Revenue Categories (Detail)
Revenue Categories (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Total Marketplace revenue | $ 191,568 | $ 145,481 | $ 360,529 | $ 254,408 |
Display revenue | 16,835 | 25,788 | 33,856 | 44,134 |
Total revenue | 208,403 | 171,269 | 394,385 | 298,542 |
Real Estate Revenue | ||||
Revenues: | ||||
Total Marketplace revenue | 173,176 | 122,558 | 325,683 | 215,870 |
Real Estate Revenue | Premier Agent | ||||
Revenues: | ||||
Total Marketplace revenue | 147,106 | 115,185 | 281,635 | 203,077 |
Real Estate Revenue | Other Real Estate | ||||
Revenues: | ||||
Total Marketplace revenue | 26,070 | 7,373 | 44,048 | 12,793 |
Mortgages Revenue | ||||
Revenues: | ||||
Total Marketplace revenue | $ 18,392 | 10,393 | $ 34,846 | 19,951 |
Market Leader Revenue | ||||
Revenues: | ||||
Total Marketplace revenue | $ 12,530 | $ 18,587 |