Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 05, 2021 | Jun. 30, 2020 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36853 | ||
Entity Registrant Name | ZILLOW GROUP, INC. | ||
Entity Incorporation, State or Country Code | WA | ||
Entity Tax Identification Number | 47-1645716 | ||
Entity Address, Address Line One | 1301 Second Avenue | ||
Entity Address, Address Line Two | Floor 31 | ||
Entity Address, City or Town | Seattle | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98101 | ||
City Area Code | 206 | ||
Local Phone Number | 470-7000 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11,436,019,294 | ||
Documents Incorporated by Reference | The information required by Part III of this Report, to the extent not set forth herein, is incorporated in this Report by reference to the Registrant’s definitive proxy statement relating to the 2021 annual meeting of shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2020 fiscal year. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001617640 | ||
Class A Common Stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | ZG | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding (in shares) | 61,115,068 | ||
Class B Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 6,217,447 | ||
Class C Capital Stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Class C Capital Stock, par value $0.0001 per share | ||
Trading Symbol | Z | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding (in shares) | 173,327,109 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,703,130 | $ 1,141,263 |
Short-term investments | 2,218,108 | 1,280,989 |
Accounts receivable, net of allowance for doubtful accounts of $3,427 and $4,522 at December 31, 2020 and 2019, respectively | 69,940 | 67,005 |
Mortgage loans held for sale | 330,758 | 36,507 |
Inventory | 491,293 | 836,627 |
Prepaid expenses and other current assets | 75,846 | 58,117 |
Restricted cash | 75,805 | 89,646 |
Total current assets | 4,964,880 | 3,510,154 |
Contract cost assets | 50,719 | 45,209 |
Property and equipment, net | 196,152 | 170,489 |
Right of use assets | 187,960 | 212,153 |
Goodwill | 1,984,907 | 1,984,907 |
Intangible assets, net | 94,767 | 190,567 |
Other assets | 7,175 | 18,494 |
Total assets | 7,486,560 | 6,131,973 |
Current liabilities: | ||
Accounts payable | 18,974 | 8,343 |
Accrued expenses and other current liabilities | 94,487 | 85,442 |
Accrued compensation and benefits | 47,666 | 37,805 |
Borrowings under credit facilities | 670,209 | 721,951 |
Deferred revenue | 48,995 | 39,747 |
Lease liabilities, current portion | 28,310 | 17,592 |
Convertible senior notes, current portion | 0 | 9,637 |
Total current liabilities | 908,641 | 920,517 |
Lease liabilities, net of current portion | 207,723 | 220,445 |
Convertible senior notes, net of current portion | 1,613,523 | 1,543,402 |
Deferred tax liabilities and other long-term liabilities | 14,857 | 12,188 |
Total liabilities | 2,744,744 | 2,696,552 |
Commitments and contingencies (Note 19) | ||
Shareholders’ equity: | ||
Preferred stock, $0.0001 par value; 30,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 5,880,883 | 4,412,200 |
Accumulated other comprehensive income | 164 | 340 |
Accumulated deficit | (1,139,255) | (977,140) |
Total shareholders’ equity | 4,741,816 | 3,435,421 |
Total liabilities and shareholders’ equity | 7,486,560 | 6,131,973 |
Class A Common Stock | ||
Shareholders’ equity: | ||
Common stock/capital stock | 6 | 6 |
Class B Common Stock | ||
Shareholders’ equity: | ||
Common stock/capital stock | 1 | 1 |
Class C Capital Stock | ||
Shareholders’ equity: | ||
Common stock/capital stock | $ 17 | $ 14 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 3,427 | $ 4,522 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 30,000,000 | 30,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,245,000,000 | 1,245,000,000 |
Common stock, issued (in shares) | 61,101,303 | 58,739,989 |
Common stock, outstanding (in shares) | 61,101,303 | 58,739,989 |
Class B Common Stock | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, issued (in shares) | 6,217,447 | 6,217,447 |
Common stock, outstanding (in shares) | 6,217,447 | 6,217,447 |
Class C Capital Stock | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, issued (in shares) | 173,207,170 | 144,109,419 |
Common stock, outstanding (in shares) | 173,207,170 | 144,109,419 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenue: | ||||
Revenue | $ 3,339,817 | $ 2,742,837 | $ 1,333,554 | |
Cost of revenue (exclusive of amortization) | ||||
Cost of revenue | 1,756,395 | 1,432,021 | 153,590 | |
Sales and marketing | 672,816 | 714,128 | 552,621 | |
Technology and development | 518,072 | 477,347 | 410,818 | |
General and administrative | 357,122 | 366,176 | 262,153 | |
Impairment costs | 76,800 | 0 | 79,000 | |
Acquisition-related costs | 0 | 0 | 2,332 | |
Integration costs | 0 | 650 | 2,015 | |
Total costs and expenses | 3,381,205 | 2,990,322 | 1,462,529 | |
Loss from operations | (41,388) | (247,485) | (128,975) | |
Gain on extinguishment of 2021 Notes | 1,448 | 0 | 0 | |
Other income | 25,529 | 39,658 | 19,270 | |
Interest expense | (155,227) | (101,792) | (41,255) | |
Loss before income taxes | (169,638) | (309,619) | (150,960) | |
Income tax benefit | 7,523 | 4,258 | 31,102 | |
Net loss | $ (162,115) | $ (305,361) | $ (119,858) | |
Net loss per share - basic and diluted (usd per share) | $ (0.72) | $ (1.48) | $ (0.61) | |
Weighted-average shares outstanding - basic and diluted (in shares) | 223,848 | 206,380 | 197,944 | |
Homes | ||||
Revenue: | ||||
Revenue | $ 1,715,375 | $ 1,365,250 | $ 52,365 | |
Cost of revenue (exclusive of amortization) | ||||
Cost of revenue | [1] | 1,621,040 | 1,315,345 | 49,392 |
Sales and marketing | 190,829 | 171,634 | 17,134 | |
Technology and development | 119,885 | 78,994 | 21,351 | |
General and administrative | 87,071 | 81,407 | 22,002 | |
Impairment costs | 0 | 0 | 0 | |
Acquisition-related costs | 0 | 0 | 0 | |
Integration costs | 0 | 0 | 0 | |
Total costs and expenses | 2,018,825 | 1,647,380 | 109,879 | |
Loss from operations | (303,450) | (282,130) | (57,514) | |
Other income | 0 | 0 | 0 | |
Interest expense | (16,804) | (29,990) | (2,177) | |
Loss before income taxes | (320,254) | (312,120) | (59,691) | |
IMT | ||||
Revenue: | ||||
Revenue | 1,450,232 | 1,276,896 | 1,201,143 | |
Cost of revenue (exclusive of amortization) | ||||
Cost of revenue | [1] | 104,091 | 98,522 | 96,693 |
Sales and marketing | 422,385 | 488,909 | 502,785 | |
Technology and development | 367,070 | 365,769 | 363,712 | |
General and administrative | 225,102 | 243,636 | 220,564 | |
Impairment costs | 73,900 | 0 | 75,000 | |
Acquisition-related costs | 0 | 0 | 27 | |
Integration costs | 0 | 0 | 0 | |
Total costs and expenses | 1,192,548 | 1,196,836 | 1,258,781 | |
Loss from operations | 257,684 | 80,060 | (57,638) | |
Other income | 5,300 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | |
Loss before income taxes | 262,984 | 80,060 | (57,638) | |
Mortgages | ||||
Revenue: | ||||
Revenue | 174,210 | 100,691 | 80,046 | |
Cost of revenue (exclusive of amortization) | ||||
Cost of revenue | [1] | 31,264 | 18,154 | 7,505 |
Sales and marketing | 59,602 | 53,585 | 32,702 | |
Technology and development | 31,117 | 32,584 | 25,755 | |
General and administrative | 44,949 | 41,133 | 19,587 | |
Impairment costs | 2,900 | 0 | 4,000 | |
Acquisition-related costs | 0 | 0 | 2,305 | |
Integration costs | 0 | 650 | 2,015 | |
Total costs and expenses | 169,832 | 146,106 | 93,869 | |
Loss from operations | 4,378 | (45,415) | (13,823) | |
Other income | 2,369 | 1,409 | 244 | |
Interest expense | (2,233) | (956) | (132) | |
Loss before income taxes | $ 4,514 | $ (44,962) | $ (13,711) | |
[1] | ____________________ |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Technology and Development | |||
Amortization of website development costs and intangible assets included in technology and development | $ 75,263 | $ 61,937 | $ 79,309 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (162,115) | $ (305,361) | $ (119,858) |
Other comprehensive income (loss): | |||
Unrealized gains (losses) on investments | (731) | 1,434 | 144 |
Reclassification adjustment for net investment (gains) losses included in net loss | 372 | (57) | 0 |
Net unrealized gains (losses) on investments | (359) | 1,377 | 144 |
Currency translation adjustments | 183 | (132) | 51 |
Total other comprehensive income (loss) | (176) | 1,245 | 195 |
Comprehensive loss | $ (162,291) | $ (304,116) | $ (119,663) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | 2.00% convertible senior notes due 2021 | 2.75% convertible senior notes due 2020 | Cumulative-effect adjustment from adoption of guidance on revenue from contracts with customers | Class A Common Stock, Class B Common Stock and Class C Capital Stock | Class A Common Stock, Class B Common Stock and Class C Capital Stock2.00% convertible senior notes due 2021 | Class A Common Stock, Class B Common Stock and Class C Capital Stock2.75% convertible senior notes due 2020 | Additional Paid-In Capital | Additional Paid-In Capital2.00% convertible senior notes due 2021 | Additional Paid-In Capital2.75% convertible senior notes due 2020 | Additional Paid-In CapitalCumulative-effect adjustment from adoption of guidance on revenue from contracts with customers | Accumulated Deficit | Accumulated DeficitCumulative-effect adjustment from adoption of guidance on revenue from contracts with customers | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2017 | $ 2,660,823 | $ 40,322 | $ 20 | $ 3,254,146 | $ 0 | $ (592,243) | $ 40,322 | $ (1,100) | ||||||
Beginning Balance (in shares) at Dec. 31, 2017 | 190,115,148 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Restricted stock units withheld for tax liability | 120,074 | 120,074 | ||||||||||||
Issuance of common and capital stock upon exercise of stock options (in shares) | 5,472,728 | |||||||||||||
Vesting of restricted stock units (in shares) | 1,740,134 | |||||||||||||
Restricted stock units withheld for tax liability | (70) | (70) | ||||||||||||
Restricted stock units withheld for tax liability (in shares) | (1,489) | |||||||||||||
Share-based compensation expense | 157,674 | 157,674 | ||||||||||||
Conversion of senior notes | 500 | 500 | ||||||||||||
Conversion of senior notes (in shares) | 20,727 | |||||||||||||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs | 360,346 | $ 1 | 360,345 | |||||||||||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs (in shares) | 6,557,017 | |||||||||||||
Premiums paid for capped call confirmations | (29,414) | (29,414) | ||||||||||||
Equity component of issuance of notes, net of issuance costs | 76,587 | 76,587 | ||||||||||||
Net loss | (119,858) | (119,858) | ||||||||||||
Other comprehensive income (loss) | 195 | 195 | ||||||||||||
Ending Balance at Dec. 31, 2018 | 3,267,179 | $ 21 | 3,939,842 | (671,779) | (905) | |||||||||
Ending Balance (in shares) at Dec. 31, 2018 | 203,904,265 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Restricted stock units withheld for tax liability | 65,465 | 65,465 | ||||||||||||
Issuance of common and capital stock upon exercise of stock options (in shares) | 2,918,053 | |||||||||||||
Vesting of restricted stock units (in shares) | 2,244,631 | |||||||||||||
Restricted stock units withheld for tax liability | (3) | (3) | ||||||||||||
Restricted stock units withheld for tax liability (in shares) | (94) | |||||||||||||
Share-based compensation expense | 210,849 | 210,849 | ||||||||||||
Premiums paid for capped call confirmations | (159,677) | (159,677) | ||||||||||||
Equity component of issuance of notes, net of issuance costs | 355,724 | 355,724 | ||||||||||||
Net loss | (305,361) | (305,361) | ||||||||||||
Other comprehensive income (loss) | 1,245 | 1,245 | ||||||||||||
Ending Balance at Dec. 31, 2019 | 3,435,421 | $ 21 | 4,412,200 | (977,140) | 340 | |||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 209,066,855 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Restricted stock units withheld for tax liability | $ 444,029 | $ 1 | 444,028 | |||||||||||
Issuance of common and capital stock upon exercise of stock options (in shares) | 13,744,571 | 13,744,571 | ||||||||||||
Vesting of restricted stock units (in shares) | 3,013,365 | |||||||||||||
Restricted stock units withheld for tax liability | $ (4) | (4) | ||||||||||||
Restricted stock units withheld for tax liability (in shares) | (55) | |||||||||||||
Share-based compensation expense | 214,107 | 214,107 | ||||||||||||
Conversion of senior notes | $ 256,357 | $ 9,645 | $ 1 | $ 256,356 | $ 9,645 | |||||||||
Conversion of senior notes (in shares) | 5,065,644 | 399,469 | ||||||||||||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs | 411,523 | $ 1 | 411,522 | |||||||||||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs (in shares) | 8,800,000 | |||||||||||||
Equity component of issuance of notes, net of issuance costs | 154,813 | 154,813 | ||||||||||||
Partial repurchase of 2021 Notes | (21,784) | (21,784) | ||||||||||||
Partial repurchase of 2021 notes (in shares) | 753,936 | |||||||||||||
Partial unwind of capped call transactions for 2021 Notes | (317,865) | |||||||||||||
Net loss | (162,115) | (162,115) | ||||||||||||
Other comprehensive income (loss) | (176) | (176) | ||||||||||||
Ending Balance at Dec. 31, 2020 | $ 4,741,816 | $ 24 | $ 5,880,883 | $ (1,139,255) | $ 164 | |||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 240,525,920 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Senior notes, issuance costs | $ 3,279 | $ 2,047 |
Capital stock, issuance costs | $ 10,877 | $ 13,425 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | |||
Net loss | $ (162,115) | $ (305,361) | $ (119,858) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 110,031 | 87,467 | 99,391 |
Share-based compensation expense | 197,550 | 198,902 | 149,084 |
Amortization of right of use assets | 24,338 | 23,142 | 0 |
Amortization of contract cost assets | 36,494 | 35,323 | 36,013 |
Amortization of discount and issuance costs on 2021 Notes, 2023 Notes, 2024 Notes, 2025 Notes, and 2026 Notes | 102,401 | 52,097 | 26,672 |
Gain on extinguishment of 2021 Notes | (1,448) | 0 | 0 |
Impairment costs | 76,800 | 0 | 79,000 |
Deferred income taxes | (7,523) | (4,258) | (31,102) |
Loss (gain) on disposal of property and equipment and other assets | (402) | 7,231 | 3,617 |
Credit loss expense | 2,650 | 2,772 | 869 |
Net loss (gain) on investment securities | 372 | (57) | 0 |
Deferred rent | 0 | 0 | (2,045) |
Amortization (accretion) of bond premium (discount) | 2,141 | (6,344) | (4,313) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (5,585) | (3,694) | (12,556) |
Mortgage loans held for sale | (294,251) | (1,098) | (1,161) |
Inventory | 345,277 | (673,798) | (162,829) |
Prepaid expenses and other assets | (15,957) | (978) | (34,068) |
Contract cost assets | (42,004) | (34,713) | (41,510) |
Lease liabilities | (2,149) | (18,940) | 0 |
Accounts payable | 12,972 | (496) | 1,311 |
Accrued expenses and other current liabilities | 15,321 | 19,573 | 1,920 |
Accrued compensation and benefits | 9,861 | 6,417 | 11,291 |
Deferred revenue | 9,248 | 5,667 | 2,162 |
Other long-term liabilities | 10,175 | (1,028) | 1,962 |
Net cash provided by (used in) operating activities | 424,197 | (612,174) | 3,850 |
Investing activities | |||
Proceeds from maturities of investments | 2,230,705 | 1,126,058 | 399,228 |
Proceeds from sales of investments | 116,394 | 0 | 13,567 |
Purchases of investments | (3,287,071) | (1,495,477) | (901,761) |
Purchases of property and equipment | (84,940) | (67,044) | (66,054) |
Purchases of intangible assets | (23,577) | (19,591) | (12,481) |
Proceeds from sale of equity investment | 10,000 | 0 | 0 |
Cash paid for acquisitions, net | 0 | 0 | (55,138) |
Net cash used in investing activities | (1,038,489) | (456,054) | (622,639) |
Financing activities | |||
Proceeds from issuance of convertible notes, net of issuance costs | 553,282 | 1,157,675 | 364,020 |
Premiums paid for capped call confirmations | 0 | (159,677) | (29,414) |
Proceeds from issuance of Class C capital stock, net of issuance costs | 411,522 | 0 | 360,345 |
Extinguishment of 2021 Notes | (194,768) | 0 | 0 |
Proceeds from borrowings on credit facilities | 348,684 | 688,489 | 116,700 |
Repayments of borrowings on credit facilities | (679,042) | (113,665) | 0 |
Net borrowings (repayments) on warehouse lines of credit and repurchase agreements | 278,616 | (2,590) | 482 |
Proceeds from exercise of stock options | 444,028 | 65,465 | 120,074 |
Value of equity awards withheld for tax liability | (4) | (3) | (70) |
Contingent merger consideration | 0 | 0 | (2,000) |
Net cash provided by financing activities | 1,162,318 | 1,635,694 | 930,137 |
Net increase in cash, cash equivalents and restricted cash during period | 548,026 | 567,466 | 311,348 |
Cash, cash equivalents and restricted cash at beginning of period | 1,230,909 | 663,443 | 352,095 |
Cash, cash equivalents and restricted cash at end of period | 1,778,935 | 1,230,909 | 663,443 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 50,755 | 42,156 | 15,473 |
Noncash transactions: | |||
Capitalized share-based compensation | 16,557 | 11,947 | 8,590 |
Write-off of fully depreciated property and equipment | 115,086 | 36,159 | 22,364 |
Write-off of fully amortized intangible assets | 62,622 | 9,999 | 12,999 |
Property and equipment purchased on account | $ 335 | $ 8,775 | $ 3,844 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business Zillow Group, Inc. is reimagining real estate to make it easier to unlock life’s next chapter. As the most visited real estate website in the United States, Zillow and its affiliates offer customers an on-demand experience for selling, buying, renting or financing with transparency and nearly seamless end-to-end service. Zillow Offers buys and sells homes directly in dozens of markets across the country, allowing sellers control over their timeline. Zillow Home Loans, our affiliate lender, provides our customers with an easy option to get pre-approved and secure financing for their next home purchase. In September 2020, Zillow launched Zillow Homes, Inc., a licensed brokerage entity, to streamline Zillow Offers transactions. Other consumer brands include Trulia, StreetEasy, HotPads and Out East. In addition, Zillow Group provides a comprehensive suite of marketing software and technology solutions which include Mortech, dotloop, Bridge Interactive and New Home Feed. Zillow, Inc. was incorporated as a Washington corporation in December 2004, and we launched the initial version of our website, Zillow.com, in February 2006. Zillow Group, Inc. was incorporated as a Washington corporation in July 2014 in connection with our acquisition of Trulia, Inc. (“Trulia”). Upon the closing of the Trulia acquisition in February 2015, each of Zillow, Inc. and Trulia became wholly owned subsidiaries of Zillow Group. 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: public health crises, like the COVID-19 pandemic and the availability and widespread distribution and use of effective vaccines; rates of revenue growth; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments; the satisfaction of conditions precedent to the closing of our proposed acquisition of ShowingTime.com, Inc., including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act; our ability to manage advertising inventory or pricing; engagement and usage of our products; our investment of resources to pursue strategies that may not prove effective; competition in our market; the stability of the residential real estate market and the impact of interest rate changes; changes in technology, products, markets or services by us or our competitors; addition or loss of significant customers; our ability to maintain or establish relationships with listings and data providers; our ability to obtain or maintain licenses and permits to support our current and future businesses; actual or anticipated changes to our products and services; changes in government regulation affecting our business; outcomes of legal proceedings; natural disasters and catastrophic events; scaling and adaptation of existing technology and network infrastructure; management of our growth; our ability to attract and retain qualified employees and key personnel; protection of customers’ information and other privacy concerns; protection of our brand and intellectual property; and intellectual property infringement and other claims, among other things. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include Zillow Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. On an ongoing basis, we evaluate our estimates, including those related to the accounting for certain revenue offerings, the net realizable value of inventory, amortization period and recoverability of contract cost assets, website and software development costs, recoverability of long-lived assets and intangible assets, share-based compensation, income taxes, business combinations and the recoverability of goodwill, among others. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The COVID-19 pandemic has introduced significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact the estimates previously listed, among others. Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents, investments, accounts receivable and mortgage loans held for sale. We place cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, in order to limit exposure of our investments. Credit risk with respect to accounts receivable is dispersed due to the large number of customers. There were no customers that comprised 10% or more of our total accounts receivable as of December 31, 2020 and 2019. Further, our credit risk on accounts receivable is mitigated by the relatively short payment terms that we offer. Collateral is not required for accounts receivable. We maintain an allowance for doubtful accounts such that receivables are stated at net realizable value. Similarly, our credit risk on mortgage loans held for sale is dispersed due to a large number of customers and is mitigated by the fact that we typically sell mortgages on the secondary market within a relatively short period of time after the loan is originated. Cash and Cash Equivalents Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Our cash equivalents include only investments with original maturities of three months or less. We regularly maintain cash in excess of federally insured limits at financial institutions. Short-term Investments Our investments consist of fixed income securities, which include United States government agency securities, corporate notes and bonds, commercial paper, treasury bills, municipal securities and certificates of deposit, and are classified as available-for-sale securities. The investments are available to support current operations and are classified as short-term investments measured at fair value. Our investment policy only allows for purchases of investment-grade securities and provides guidelines on concentrations to ensure minimum risk of loss. We evaluate whether unrealized losses on available-for-sale debt securities are the result of credit worthiness of the securities held or other non-credit related factors. If an unrealized loss is the result of credit quality factors, we recognize an allowance reflective of our current estimate of credit losses expected to be incurred over the life of the financial instrument on a specific identification basis upon initial recognition and at each reporting period. If a reduction in value is a result of other factors, we continue to classify the losses as a reduction of comprehensive income. We did not identify any unrealized loss positions in our available-for-sale securities that were the result of credit losses as of December 31, 2020 or 2019. It is not more likely than not that we will be required to sell these investments before recovery. Restricted Cash Restricted cash consists of cash received from the resale of homes through Zillow Offers which may be used to repay amounts borrowed on our credit facilities (see Note 14), amounts held in escrow related to funding home purchases in our mortgage origination business and amounts held in escrow related to our Zillow Closing Services business. Mortgage Loans Held for Sale Mortgage loans held for sale include residential mortgages originated for sale in the secondary market in connection with Zillow Home Loans. We have elected the fair value option for all mortgage loans held for sale as election of this option allows for a better offset of the changes in fair values of the loans and the derivative instruments used to economically hedge them without having to apply complex hedge accounting provisions. Mortgage loans held for sale are initially recorded at fair value based on either sale commitments or current market quotes and are adjusted for subsequent changes in fair value until the loans are sold. Net origination costs and fees associated with mortgage loans are recognized as incurred. We sell substantially all of the mortgages we originate and the related servicing rights to third-party purchasers. Interest income is earned from the date a mortgage loan is originated until the loan is sold and is classified within other income in the consolidated statements of operations. Substantially all of the mortgage loans originated are sold within a short period of time in the secondary mortgage market on a servicing released, nonrecourse basis, which limits exposure to nonperformance by loan buyer counterparties although we remain liable for certain limited representations and warranties related to loan sales, such as non-compliance with defined loan origination or documentation standards, including misstatement in the loan documents, early payoff or default on early payments. Mortgage investors could seek to have us buy back loans or compensate them for losses incurred on mortgages we have sold based on claims that we breached our limited representations and warranties. We record a reserve for probable losses in connection with the sale of mortgage loans. Loan Commitments and Related Derivatives We are party to interest rate lock commitments (“IRLCs”), which are extended to borrowers who have applied for loan funding and meet defined credit and underwriting criteria in connection with our Zillow Home Loans mortgage origination business. IRLCs are accounted for as derivative instruments recorded at fair value with gains and losses recognized in revenue in the consolidated statements of operations. We manage our interest rate risk related to IRLCs and mortgage loans held for sale through the use of derivative instruments, generally forward contracts on mortgage-backed securities (“MBSs”), which are commitments to either purchase or sell a specified financial instrument at a specified future date for a specified price, and mandatory loan commitments, which are an obligation by an investor to buy loans at a specified price within a specified time period. We do not enter into or hold derivatives for trading or speculative purposes and our derivatives are not designated as hedging instruments. Changes in the fair value of our derivative financial instruments are recognized in revenue in our consolidated statements of operations, and the fair values are reflected in other assets or other liabilities, as applicable. Refer to Note 3 to our consolidated financial statements for additional information regarding IRLCs and related derivatives. There are no credit-risk-related contingent features within our derivative agreements, and counterparty risk is considered minimal. Gains and losses on IRLCs are substantially offset by corresponding gains or losses on forward contracts on MBSs and mandatory loan commitments. We are generally not exposed to variability in cash flows of derivative instruments for more than approximately 90 days. Inventory Inventory is comprised of homes acquired through Zillow Offers and is stated at the lower of cost or net realizable value. Homes are removed from inventory on a specific identification basis when they are resold. Stated cost includes consideration paid to acquire and update each home including associated allocated overhead costs and holding costs incurred during the renovation period. Work-in-progress inventory includes homes undergoing updates and finished goods inventory includes homes ready for resale. Unallocated overhead costs are expensed as incurred and included in cost of revenue. For our Homes segment, selling costs, such as real estate agent commissions, escrow and title fees and staging costs, as well as holding costs incurred during the period that homes are listed for sale, including utilities, taxes and maintenance are expensed as incurred and classified within sales and marketing expenses in the consolidated statements of operations. Each quarter we review the value of homes held in inventory for indicators that net realizable value is lower than cost. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized in cost of revenue and the value of the corresponding asset is reduced. Contract Balances Accounts receivable represent our unconditional right to consideration. Accounts receivable are generally due within 30 days and are recorded net of the allowance for doubtful accounts. We have an allowance for doubtful accounts for our accounts receivable balances, which represents our estimate of expected credit losses over the contractual life of the accounts receivable. Beginning January 1, 2020, when evaluating the adequacy of our allowance for doubtful accounts each reporting period, we analyze the accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivable balances, payment terms, geographic location, historical loss experience, current information and future expectations. Changes to the allowance for doubtful accounts are adjusted through credit loss expense, which is included in general and administrative expenses in the consolidated statements of operations. Contract assets represent amounts for which we have recognized revenue for contracts that have not yet been invoiced to our customers. Contract assets are primarily related to our Premier Agent Flex and rentals pay per lease offerings, whereby we estimate variable consideration based on the expected number of real estate transactions to be closed for Premier Agent Flex and qualified leases to be secured for rentals pay per lease and recognize revenue when we satisfy our performance obligations under the corresponding contracts. We do not believe that a significant reversal in the amount of cumulative revenue recognized will occur once the uncertainty related to the number of real estate transactions to be closed and qualified leases to be secured is resolved. Contract assets are recorded within prepaids and other current assets in our consolidated balance sheets. Contract liabilities consist of deferred revenue, which relates to payments received in advance of performance under a revenue contract. Deferred revenue is primarily related to prepaid advertising fees received or billed in advance of satisfying our performance obligations and prepaid but unrecognized subscription revenue. Deferred revenue is recognized when or as we satisfy our obligations under contracts with customers. Contract Cost Assets We capitalize certain incremental costs of obtaining contracts with customers which we expect to recover. These costs relate to commissions paid to sales personnel, primarily for our Premier Agent and Premier Broker programs. As a practical expedient, we recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. Capitalized commission costs are recorded as contract cost assets in our consolidated balance sheets. Contract cost assets are amortized to expense on a straight-line basis over a period that is consistent with the transfer to the customer of the products or services to which the asset relates, generally the estimated life of the customer relationship. Amortization expense related to contract cost assets is included in sales and marketing expenses in our consolidated statements of operations. In determining the estimated life of our customer relationships, we consider quantitative and qualitative data, including, but not limited to, historical customer data, recent changes or expected changes in product or service offerings and changes in how we monetize our products and services. The amortization period for capitalized contract costs related to our Premier Agent and Premier Broker programs ranges from two We monitor our contract cost assets for impairment and recognize an impairment loss in the consolidated statements of operations to the extent the carrying amount of the asset recognized exceeds the amount of consideration that we expect to receive in the future and that we have received but have not recognized in revenue less the costs that relate directly to providing those goods or services that have not yet been recognized as expenses. Write-offs of contract cost assets were not material for the years ended December 31, 2020 and 2019. Refer to Note 7 of our consolidated financial statements for more information regarding contract cost assets. Property and Equipment Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Computer equipment 2 to 3 years Office equipment, furniture and fixtures 5 to 7 years Leasehold improvements Shorter of expected useful life or lease term Maintenance and repair costs are charged to expense as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. Upon disposal of a fixed asset, we record a gain or loss based on the difference between the proceeds received and the net book value of the disposed asset. In the fourth quarter of 2020, we began removing fully depreciated property and equipment from the cost and accumulated depreciation amounts disclosed. Website and Software Development Costs The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized in property and equipment and amortized on a straight-line basis over their estimated useful lives. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Amortization expense related to capitalized website and software development costs is included in technology and development expense. Capitalized development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at one Construction-in-progress primarily consists of website development costs that are capitalizable, but for which the associated applications had not been placed in service. Leases Our lease portfolio is primarily composed of operating leases for our office space. We determine whether a contract is or contains a lease at inception of the contract. Our operating leases are included in right of use assets and lease liabilities on our consolidated balance sheets. We do not have any material financing leases. We have lease agreements that include both lease components (e.g., fixed rent) and non-lease components (e.g., common area maintenance). For such leases, we account for the lease and non-lease components as a single component. For leases with an initial term of 12 months or less, we recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Right of use assets represent our right to use an underlying asset during the lease term and lease liabilities represent our obligation to make lease payments. Right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of the total lease payments not yet paid, including lease incentives not yet received, with the right of use assets further adjusted for any prepaid or accrued lease payments, lease incentives received and/or initial direct costs incurred. Certain lease arrangements also include variable payments for costs such as common-area maintenance, utilities, taxes or other operating costs, which are based on a percentage of actual expenses incurred or a fluctuating rate which is unknown at the inception of the contract. These variable lease payments are excluded from the measurement of the right of use assets and lease liabilities. Our leases have remaining lease terms ranging from less than one year to ten years, some of which include options to extend the lease term for up to an additional ten years. For example, our largest leases, which include our corporate headquarters in Seattle, Washington and office space in New York, New York and San Francisco, California, include options to renew the existing leases for either one or two periods of five years. When determining if a renewal option is reasonably certain of being exercised at lease commencement, we consider several factors, including but not limited to, contract-based, asset-based and entity-based factors. We reassess the term of existing leases if there is a significant event or change in circumstances within our control that affects whether we are reasonably certain to exercise an option to extend a lease. Examples of such events or changes include construction of significant leasehold improvements or other modifications or customizations to the underlying asset, relevant business decisions or subleases. In most cases, we have concluded that renewal options are not reasonably certain of being exercised, therefore, the renewals are not included in the right of use asset and lease liability. During the year ended December 31, 2019, it became reasonably certain that in a future period we would exercise the first of two five year renewal options related to the office space lease for our corporate headquarters in Seattle, Washington, due to the construction of significant leasehold improvements. Therefore, the payments associated with the renewal are included in the measurement of the lease liability and right of use asset. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. We apply a portfolio approach for determining the incremental borrowing rate based on the applicable lease terms and the current economic environment, and we utilize the assistance of third-party specialists to assist us in determining our yield curve. We recognize lease expense for operating leases on a straight-line basis over the lease term. Variable lease payments are generally recognized when incurred. These expenses are included in general and administrative expenses in the consolidated statements of operations. From time to time, we may enter into sublease agreements with third parties. Our subleases generally do not relieve us of our primary obligations under the corresponding head lease. As a result, we account for the head lease based on the original assessment at lease inception. We determine if the sublease arrangement is either a sales-type, direct financing, or operating lease at inception of the sublease. If the total remaining lease cost on the head lease for the term of the sublease is greater than the anticipated sublease income, the right of use asset is assessed for impairment. Our subleases are generally operating leases and we recognize sublease income on a straight-line basis over the sublease term. Recoverability of Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the cost of an acquired business over the fair value of the assets acquired at the date of acquisition, and is not amortized. We assess the impairment of goodwill on an annual basis, in our fourth quarter, or whenever events or changes in circumstances indicate that goodwill may be impaired. In our evaluation of goodwill, we typically first perform a qualitative assessment to determine whether the carrying value of each reporting unit is greater than its fair value. If it is more likely than not that the carrying value of a reporting unit is greater than its fair value, we perform a quantitative assessment and an impairment charge is recorded in our statements of operations for the excess of carrying value of the reporting unit over its fair value. During the years ended December 31, 2020, 2019 and 2018, we did not record any impairments related to goodwill. Refer to Note 10 for additional information related to goodwill. Prior to April 2020, our Trulia trade names and trademarks intangible asset had not been amortized, and we assessed the asset for impairment on an annual basis, in our fourth quarter, or whenever events or changes in circumstances indicated that the asset may be impaired. On an interim basis, we considered if there were any events and circumstances that could affect the significant inputs used to determine the fair value of the intangible asset, including, but not limited to, costs that could have a negative effect on future expected earnings and cash flows, changes in certain key performance metrics, and changes in management, key personnel, strategy or customers. In our evaluation of our trade names and trademarks intangible asset, we typically performed a qualitative assessment to determine whether the fair value of the intangible asset was more likely than not impaired. If so, we performed a quantitative assessment and an impairment charge was recorded in our statements of operations for the excess of the carrying value of the intangible asset over its fair value. During the year ended December 31, 2020, we recognized a non-cash impairment charge of $71.5 million related to our Trulia trade names and trademarks intangible asset. During the year ended December 31, 2019, we did not record any non-cash impairments, and during the year ended December 31, 2018, we recorded a non-cash impairment for $69.0 million related to the Trulia trade names and trademarks intangible asset. In connection with this impairment analysis, we evaluated our expected future reduced marketing and advertising spend related to the Trulia trade names and trademarks intangible asset and concluded that this asset no longer has an indefinite life. In April 2020, we began amortizing the remaining $36.5 million carrying value on an accelerated basis commensurate with the projected cash flows expected to be generated by the intangible asset over a useful life of 10 years. For additional information about the non-cash impairments, see Note 11 to our consolidated financial statements. Intangible Assets We purchase and license data content from multiple data providers. This data content consists of United States county data about home details (e.g., the number of bedrooms, bathrooms, square footage) and other information relating to the purchase price of homes, both current and historical, as well as imagery, mapping and parcel data that is displayed on our mobile applications and websites. Our home details data not only provides information about a home and its related transactions which is displayed on our mobile applications and websites, but is also used in our proprietary valuation algorithms to produce Zestimates, Rent Zestimates and Zillow Home Value Indexes. 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 recover through generation of 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 the total contract value is typically amortized on a straight-line basis over the term of the contract, which is equivalent to the estimated useful life of the asset. 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 is approximately five years. The determination of the useful life includes consideration of a variety of factors including, but not limited to, our assessment of the expected use of the asset and contractual provisions that may limit the useful life, as well as an assessment of when the data is expected to become obsolete based on our estimates of the diminishing value of the data over time. We evaluate the useful life of the capitalized purchased data content each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. If we determine the estimate of the asset’s useful life requires modification, the carrying amount of the asset is amortized prospectively over the revised useful life. 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 mobile applications and websites. 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 also capitalize costs related to the license of certain internal-use software from third parties, including certain licenses of software in cloud computing arrangements. Additionally, we capitalize costs incurred during the application development stage related to the development of internal-use software and enterprise cloud computing services. We expense costs as incurred related to the planning and post-implementation phases of development. Capitalized internal-use software costs are amortized on a straight-line basis over the estimated useful life of the asset, which is currently one Intangibles-in-progress consist of purchased content and software that are capitalizable but have not been placed in service. We also have intangible assets for developed technology, customer relationships, trade names and trademarks and lender licenses which we recorded in connection with acquisitions. Purchased intangible assets with a determinable economic life are carried at cost, less accumulated amortization. These intangible assets are amortized over the estimated useful life of the asset on a straight-line basis. Beginning in the fourth quarter of 2020, for each of the intangible assets described above we have removed fully amortized assets from the cost and accumulated amortization amounts disclosed. Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets We evaluate intangible assets and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset group to future undiscounted net cash flows expected to be generated. We group assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. If this comparison indicates impairment, the amount of impairment to be recognized is calculated as the difference between the carrying value and the fair value of the asset group. Business Combinations We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions for the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that we identify adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. We recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Revenue Recognition We recognize revenue when or as we satisfy our performance obligations by transferring control of the promised products or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products or services. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component as the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service is one year or less. We do not disclose the transaction price related to remaining performance obligations for (i) contracts with an original expected duration of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for performance completed to date. The remaining duration over which we satisfy our performance obligations is generally less than one year. In our Homes segment, we generate revenue from the resale of homes and through our title and escrow services. Our two revenue categories within our Homes segment are Zillow Offers and Other. In our IMT segment, we generate revenue from the sale of advertising services and our suite of marketing software and technology solutions to residential real estate businesses, professionals and consumers. These professionals include real estate, rental and new construction brand advertisers and other real estate professionals. The two revenue categories within our IMT segment are Premier Agent and Other. In our Mortgages segment, we generate revenue from mortgage originations and the related sale of mortgages on the secondary market through Zillow Home Loans, the sale of advertising services to mortgage lenders and other mortgage professionals as well as Mortech mortgage software solutions. Homes Segment Zillow Offers Revenue. Zillow Offers revenue is derived from the resale of homes. We r |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 — The fair value measurement of money market funds is based on quoted market prices in active markets. The fair value measurement of corporate notes and bonds, commercial paper, United States government agency securities, municipal securities, treasury bills and certificates of deposit is based on observable market-based inputs or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Short-term investments — The fair value measurement of our short-term investments is based on observable market-based inputs or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Restricted cash — The carrying value of restricted cash approximates fair value due to the short period of time amounts borrowed on the credit facilities are outstanding and amounts are held in escrow. Mortgage loans held for sale — The fair value of mortgage loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Interest rate lock commitments — The fair value of IRLCs is calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Expired commitments are excluded from the fair value measurement. We generally only issue IRLCs for products that meet specific purchaser guidelines. Since not all IRLCs will become closed loans, we adjust our fair value measurements for the estimated amount of IRLCs that will not close. This adjustment is effected through the pull-through rate, which represents the probability that an interest rate lock commitment will ultimately result in a closed loan. For IRLCs that are cancelled or expire, any recorded gain or loss is reversed at the end of the commitment period. The pull-through rate is based on estimated changes in market conditions, loan stage and historical borrower behavior. Pull-through rates are directly related to the fair value of IRLCs as an increase in the pull-through rate, in isolation, would result in an increase in the fair value measurement. Conversely, a decrease in the pull-through rate, in isolation, would result in a decrease in the fair value measurement. Changes in the fair value of IRLCs are included within Mortgages revenue in our consolidated statements of operations. The following table presents the range and weighted average pull-through rates used in determining the fair value of IRLCs as of the dates presented: December 31, 2020 December 31, 2019 Range 47% - 100% 56% - 100% Weighted average 75% 78% Forward contracts — The fair value of mandatory loan sales commitments and derivative instruments such as forward sales of MBSs that are utilized as economic hedging instruments are calculated by reference to quoted prices for similar assets. The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in thousands): December 31, 2020 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 1,486,384 $ 1,486,384 $ — $ — Municipal securities 3,228 — 3,228 — Short-term investments: Treasury bills 1,163,813 — 1,163,813 — United States government agency securities 1,037,577 — 1,037,577 — Municipal securities 16,220 — 16,220 — Certificates of deposit 498 — 498 — Mortgage origination-related: Mortgage loans held for sale 330,758 — 330,758 — IRLCs 12,342 — — 12,342 Forward contracts - other current liabilities (2,608) — (2,608) — Total $ 4,048,212 $ 1,486,384 $ 2,549,486 $ 12,342 December 31, 2019 Total Level 1 Level 2 Cash equivalents: Money market funds $ 872,431 $ 872,431 $ — United States government agency securities 35,009 — 35,009 Commercial paper 31,113 — 31,113 Treasury bills 6,441 — 6,441 Corporate notes and bonds 1,065 — 1,065 Certificates of deposit 249 — 249 Short-term investments: United States government agency securities 862,154 — 862,154 Corporate notes and bonds 159,431 — 159,431 Commercial paper 150,267 — 150,267 Treasury bills 80,003 — 80,003 Municipal securities 27,889 — 27,889 Certificates of deposit 1,245 — 1,245 Mortgage origination-related: Mortgage loans held for sale 36,507 — 36,507 IRLCs 937 — 937 Forward contracts - other current assets 7 — 7 Forward contracts - other current liabilities (60) — (60) Total $ 2,264,688 $ 872,431 $ 1,392,257 The following table presents the changes in our IRLCs during the year ended December 31, 2020 (in thousands): Year Ended Balance, beginning of the period $ 937 Issuances 63,662 Transfers (60,648) Fair value changes recognized in earnings 8,391 Balance, end of period $ 12,342 (1) The beginning balance represents transfers of IRLCs from Level 2 to Level 3 within the fair value hierarchy as of January 1, 2020. At December 31, 2020, the notional amounts of the hedging instruments related to our mortgage loans held for sale were $378.1 million and $652.1 million for our IRLCs and forward contracts, respectively. At December 31, 2019, the notional amounts of the hedging instruments related to our mortgage loans held for sale were $34.3 million and $64.7 million for our IRLCs and forward contracts, respectively. We do not have the right to offset our forward contract derivative positions. See Note 14 for the carrying amount and estimated fair value of our convertible senior notes. |
Cash and Cash Equivalents, Shor
Cash and Cash Equivalents, Short-term Investments and Restricted Cash | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents, Short-term Investments and Restricted Cash | Cash and Cash Equivalents, Short-term 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, short-term investments and restricted cash as of the dates presented (in thousands): December 31, 2020 Amortized Gross Gross Estimated Cash $ 213,518 $ — $ — $ 213,518 Cash equivalents: Money market funds 1,486,384 — — 1,486,384 Municipal securities 3,229 — (1) 3,228 Short-term investments: Treasury bills 1,163,748 65 — 1,163,813 United States government agency securities 1,037,572 57 (52) 1,037,577 Municipal securities 16,226 — (6) 16,220 Certificates of deposit 498 — — 498 Restricted cash 75,805 — — 75,805 Total $ 3,996,980 $ 122 $ (59) $ 3,997,043 December 31, 2019 Amortized Gross Gross Estimated Cash $ 194,955 $ — $ — $ 194,955 Cash equivalents: Money market funds 872,431 — — 872,431 United States government agency securities 35,011 — (2) 35,009 Commercial paper 31,113 — — 31,113 Treasury bills 6,441 — — 6,441 Corporate notes and bonds 1,065 — — 1,065 Certificates of deposit 249 — — 249 Short-term investments: United States government agency securities 861,862 365 (73) 862,154 Corporate notes and bonds 159,382 91 (42) 159,431 Commercial paper 150,267 — — 150,267 Treasury bills 79,989 14 — 80,003 Municipal securities 27,836 56 (3) 27,889 Certificates of deposit 1,245 — — 1,245 Restricted cash 89,646 — — 89,646 Total $ 2,511,492 $ 526 $ (120) $ 2,511,898 All short-term investments as of December 31, 2020 have a contractual maturity date of one year or less. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The following table presents the components of inventory, net of applicable lower of cost or net realizable value adjustments, as of the dates presented (in thousands): December 31, 2020 2019 Finished goods $ 339,372 $ 684,456 Work-in-process 151,921 152,171 Inventory $ 491,293 $ 836,627 |
Contract Balances
Contract Balances | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Contract Balances | Contract Balances Contract assets were $20.8 million as of December 31, 2020. We had an immaterial amount recorded as of December 31, 2019. The following table presents the changes in the allowance for doubtful accounts for the periods presented (in thousands): Year Ended 2020 2019 2018 Allowance for doubtful accounts: Balance, beginning of period $ 4,522 $ 4,838 $ 5,341 Additions charged to expense 2,650 2,772 869 Less: write-offs, net of recoveries and other adjustments (3,745) (3,088) (1,372) Balance, end of period $ 3,427 $ 4,522 $ 4,838 For the years ended December 31, 2020 and 2019, we recognized revenue of $37.1 million and $32.7 million, respectively, that was included in the deferred revenue balance at the beginning of the related period. |
Contract Cost Assets
Contract Cost Assets | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Contract Cost Assets | Contract Balances Contract assets were $20.8 million as of December 31, 2020. We had an immaterial amount recorded as of December 31, 2019. The following table presents the changes in the allowance for doubtful accounts for the periods presented (in thousands): Year Ended 2020 2019 2018 Allowance for doubtful accounts: Balance, beginning of period $ 4,522 $ 4,838 $ 5,341 Additions charged to expense 2,650 2,772 869 Less: write-offs, net of recoveries and other adjustments (3,745) (3,088) (1,372) Balance, end of period $ 3,427 $ 4,522 $ 4,838 For the years ended December 31, 2020 and 2019, we recognized revenue of $37.1 million and $32.7 million, respectively, that was included in the deferred revenue balance at the beginning of the related period. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The following table presents the detail of property and equipment as of the dates presented (in thousands): December 31, 2020 2019 Leasehold improvements $ 110,280 $ 81,981 Website development costs 95,466 149,648 Construction-in-progress 44,151 45,337 Office equipment, furniture and fixtures 39,607 36,582 Computer equipment 20,433 31,942 Property and equipment 309,937 345,490 Less: accumulated amortization and depreciation (113,785) (175,001) Property and equipment, net $ 196,152 $ 170,489 We recorded depreciation expense related to property and equipment (other than website development costs) of $34.1 million, $24.9 million and $19.5 million, respectively, during the years ended December 31, 2020, 2019 and 2018. |
Acquisitions and Equity Investm
Acquisitions and Equity Investments | 12 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Acquisitions and Equity Investments | Acquisitions and Equity Investments Acquisition of Mortgage Lenders of America On October 31, 2018, Zillow Group’s wholly owned subsidiary, ZGM Holdco, Inc., acquired the outstanding equity of Mortgage Lenders of America, L.L.C. (“MLOA”), a national mortgage lender headquartered in Overland Park, Kansas for approximately $66.7 million in cash. Our acquisition of MLOA was accounted for as a business combination, and assets acquired and liabilities assumed were recorded at their estimated fair values as of October 31, 2018. Goodwill, which represents the expected synergies from combining the acquired assets and the operations of the acquirer, as well as intangible assets that do not qualify for separate recognition, is measured as of the acquisition date as the excess of consideration transferred, which is also measured at fair value, and the net of the fair values of the assets acquired and the liabilities assumed as of the acquisition date. The goodwill recognized in conjunction with this business combination was initially allocated to our IMT segment. However, beginning January 1, 2019, we have three operating and reportable segments, which have been identified based on the way in which our chief operating decision-maker manages our business, makes operating decisions and evaluates operating performance. In conjunction with this segment change, we reallocated goodwill to each segment based on the relative fair value of the segments impacted by the change. Refer to Note 10 for the allocation of goodwill to each of our reportable segments. The total consideration paid upon acquisition was 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 $ 10,796 Restricted cash 753 Mortgage loans available for sale 34,248 Property, plant and equipment 1,315 Intangible assets 2,600 Goodwill 53,831 Other acquired assets 3,079 Accounts payable (1,953) Accrued expenses (2,591) Warehouse lines of credit (32,536) Other assumed liabilities (2,855) Total purchase price $ 66,687 Acquisition-related costs incurred, which primarily included legal, accounting, regulatory and other external costs directly related to the acquisition, are included within acquisition-related costs within our consolidated statements of operations and were expensed as incurred and were not material. The results of operations related to the acquisition of MLOA have been included in our consolidated financial statements since the date of acquisition. On an unaudited pro forma basis, revenue would have been approximately 3.0% higher for the year ended December 31, 2018 if the acquisition would have been consummated as of January 1, 2017. Unaudited pro forma earnings information has not been presented as the effects were not material to our consolidated financial statements. Equity Investments In October 2016, we purchased a 10% equity interest in a privately held variable interest entity within the real estate industry for $10.0 million. In March 2020, we recognized a non-cash impairment charge of $5.3 million related to this investment. The impairment charge is included in impairment costs within our IMT segment in our consolidated statements of operations for the year ended December 31, 2020. In connection with our assessment of the investment for impairment indicators as a result of COVID-19’s initial significant adverse impact on the real estate industry, we identified factors that led us to conclude that the investment was impaired and the fair value of the investment was less than the carrying value. The most significant of such factors related to the future expected cash flows of the investee. Accordingly, we performed an analysis to determine the fair value of the investment and concluded that our best estimate of its fair value was $4.7 million. This is considered a Level 3 measurement under the fair value hierarchy. In June 2020, we sold our 10% equity interest for $10.0 million in cash. We recorded a gain on the sale of the investment of $5.3 million during the year ended December 31, 2020, which is classified in other income within our IMT segment in our consolidated statements of operations. In June 2017, we purchased an equity interest in a privately held corporation for approximately $10.0 million. During the year ended December 31, 2018, we recognized a non-cash impairment charge of $10.0 million related to this investment. The impairment charge is included in impairment costs within our IMT segment in our consolidated statements of operations. During the third quarter of 2018, in connection with our quarterly qualitative assessment of this investment for impairment indicators, we identified factors that led us to conclude that the investment was impaired and the fair value of the investment was less than the carrying value. The most significant of such factors was related to the business prospects of the investee. Accordingly, we performed an analysis to determine the fair value of the investment and concluded that our best estimate of its fair value was $0.0 million. This was considered a Level 3 measurement under the fair value hierarchy. We sold our equity interest in this corporation in February 2020, for an immaterial amount. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill We have three operating and reportable segments, which have been identified based on the way in which our chief operating decision-maker manages our business, makes operating decisions and evaluates operating performance. The following table presents goodwill by reportable segment as of December 31, 2020 and 2019 (in thousands): Homes $ — IMT 1,786,416 Mortgages 198,491 Total $ 1,984,907 |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net The following tables present the detail of intangible assets subject to amortization as of the dates presented (in thousands): December 31, 2020 Cost Accumulated Net Trade names and trademarks $ 36,500 $ (3,822) $ 32,678 Software 28,515 (11,483) 17,032 Developed technology 86,064 (70,270) 15,794 Customer relationships 87,600 (73,301) 14,299 Intangibles-in-progress 11,863 — 11,863 Purchased content 47,930 (44,829) 3,101 Total $ 298,472 $ (203,705) $ 94,767 December 31, 2019 Cost Accumulated Net Customer relationships $ 102,600 $ (73,770) $ 28,830 Developed technology 107,200 (81,383) 25,817 Software 35,527 (20,843) 14,684 Purchased content 47,298 (40,636) 6,662 Intangibles-in-progress 6,391 — 6,391 Lender licenses 400 (217) 183 Total $ 299,416 $ (216,849) $ 82,567 Amortization expense recorded for intangible assets for the years ended December 31, 2020, 2019 and 2018 was $50.5 million, $44.9 million and $50.8 million, respectively. These amounts are included in technology and development expenses. Estimated future amortization expense for intangible assets, including amortization related to future commitments (see Note 19), as of December 31, 2020 is as follows (in thousands): 2021 $ 45,924 2022 15,140 2023 6,359 2024 4,235 2025 4,080 Thereafter 15,014 Total future amortization expense $ 90,752 During the year ended December 31, 2020, we recognized a non-cash impairment charge of $71.5 million related to our Trulia trade names and trademarks intangible asset, which historically had not been subject to amortization. The impairment charge is included in impairment costs within our IMT and Mortgages segments for the year ended December 31, 2020 for $68.6 million and $2.9 million, respectively. In March 2020, we identified factors directly related to the COVID-19 pandemic that led us to conclude it was more likely than not that the $108.0 million carrying value of the asset exceeded its fair value. The most significant of such factors was a shortfall in projected revenue related to the Trulia brand compared to previous projections used to determine the carrying value of the intangible asset, primarily driven by a reduction in expected future marketing and advertising spend for Trulia. Accordingly, with the assistance of a third-party valuation specialist, we performed a quantitative analysis to determine the fair value of the intangible asset and concluded that our best estimate of its fair value was $36.5 million. The valuation was prepared using an income approach based on the relief-from-royalty method and relied on inputs with unobservable market prices including projected revenue, royalty rate, discount rate, and estimated tax rate, and therefore is considered a Level 3 measurement under the fair value hierarchy. In connection with this impairment analysis, we evaluated our expected future reduced marketing and advertising spend related to the Trulia trade names and trademarks intangible asset and concluded that this asset no longer has an indefinite life. In April 2020, we began amortizing the remaining $36.5 million carrying value on an accelerated basis commensurate with the projected cash flows expected to be generated by the intangible asset over a useful life of 10 years. The carrying value of the Trulia trade names and trademarks intangible asset was $32.7 million and $108.0 million as of December 31, 2020 and 2019, respectively. During the year ended December 31, 2018, we recognized a non-cash impairment charge of $69.0 million related to our Trulia trade names and trademarks intangible asset. The impairment charge is included in Impairment costs within our IMT and Mortgages segments for $65.0 million and $4.0 million, respectively. In connection with our annual budgeting process that was substantially completed during the three months ended December 31, 2018, we identified factors that led us to conclude it was more likely than not that the $177.0 million carrying value of the asset exceeded its fair value. The most significant of such factors was a shortfall in projected revenue related to the Trulia brand compared to projections at the time of our most recent previous evaluation. Accordingly, with the assistance of a third-party valuation specialist, we performed a quantitative analysis to determine the fair value of the intangible asset and concluded that our best estimate of its fair value was $108.0 million. The valuation was prepared using an income approach based on the relief-from-royalty method and relied on inputs with unobservable market prices including the assumed revenue growth rates, royalty rate, discount rate, and estimated tax rate, and therefore is considered a Level 3 measurement under the fair value hierarchy. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities The following table presents the detail of accrued expenses and other current liabilities as of the dates presented (in thousands): December 31, 2020 2019 Accrued marketing and advertising $ 16,239 $ 18,343 Accrued escrow payable 9,788 326 Accrued estimated legal liabilities and legal fees 6,316 3,882 Taxes payable 6,131 6,287 Merger consideration payable to former stockholders of certain acquired entities 6,117 6,117 Accrued interest expense 5,916 4,501 Other accrued expenses and other current liabilities 43,980 45,986 Total accrued expenses and other current liabilities $ 94,487 $ 85,442 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The components of our operating lease expense were as follows for the periods presented (in thousands): Year Ended 2020 2019 Operating lease cost $ 40,292 $ 35,837 Variable lease cost 10,323 11,231 Total lease cost $ 50,615 $ 47,068 Sublease income and total lease cost associated with short-term leases were immaterial for the years ended December 31, 2020 and 2019. Operating lease expense for the year ended December 31, 2018 was $23.7 million. Other information related to operating leases was as follows for the periods presented (in thousands, except for years and percentages): Year Ended 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities, net of lease incentives of $18,626 and $0 for the years ended December 31, 2020 and 2019, respectively $ 17,676 $ 31,816 Right of use assets obtained in exchange for new operating lease obligations $ 145 $ 128,354 Weighted average remaining lease term for operating leases 8.00 years 8.50 years Weighted average discount rate for operating leases 6.5 % 6.5 % The following table presents the scheduled maturities of our operating lease liabilities by fiscal year as of December 31, 2020 (in thousands): 2021 $ 43,277 2022 40,842 2023 41,043 2024 36,092 2025 28,908 Thereafter 114,529 Total lease payments 304,691 Less: Imputed interest (68,658) Present value of lease liabilities $ 236,033 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in thousands): December 31, 2020 2019 Homes Segment Credit facilities: Goldman Sachs Bank USA $ 145,825 $ 39,244 Citibank, N.A. 87,103 296,369 Credit Suisse AG, Cayman Islands 128,238 355,911 Total Homes Segment debt 361,166 691,524 Mortgages Segment Repurchase agreements: Credit Suisse AG, Cayman Islands 149,913 — Citibank, N.A. 90,227 394 Warehouse line of credit: Comerica Bank 68,903 30,033 Total Mortgages Segment debt 309,043 30,427 Convertible Senior Notes 1.375% convertible senior notes due 2026 347,566 327,187 2.75% convertible senior notes due 2025 414,888 — 0.75% convertible senior notes due 2024 524,273 490,538 1.50% convertible senior notes due 2023 326,796 310,175 2.00% convertible senior notes due 2021 — 415,502 2.75% convertible senior notes due 2020 — 9,637 Total convertible senior notes 1,613,523 1,553,039 Total debt $ 2,283,732 $ 2,274,990 Homes Segment To provide capital for Zillow Offers, we utilize credit facilities that are classified as current liabilities in our consolidated balance sheets. We classify these credit facilities as current liabilities as amounts drawn to purchase homes are typically due as homes are sold, which we expect to be within one year. The following table summarizes certain details related to our credit facilities (in thousands, except interest rates): Lender Final Maturity Date Maximum Borrowing Capacity Weighted Average Interest Rate Goldman Sachs Bank USA April 20, 2022 $ 500,000 3.15 % Citibank, N.A. November 30, 2021 500,000 3.59 % Credit Suisse AG, Cayman Islands July 31, 2021 500,000 3.97 % Total $ 1,500,000 Undrawn amounts available under the credit facilities included in the table above are not committed, meaning the applicable lender is not committed to, but may in its discretion, advance loan funds in excess of the outstanding borrowings. The final maturity dates are inclusive of extensions which are subject to agreement by the respective lender. Zillow Group formed certain special purpose entities (each, an “SPE”) to purchase and sell residential properties through Zillow Offers. Each SPE is a wholly owned subsidiary of Zillow Group and a separate legal entity, and neither the assets nor credit of any such SPE are available to satisfy the debts and other obligations of any affiliate or other entity. The credit facilities are secured by the assets and equity of one or more SPEs. These SPEs are variable interest entities and Zillow Group is the primary beneficiary as it has the power to control the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses of the SPEs or the right to receive benefits from the SPEs that could potentially be significant to the SPEs. The SPEs are consolidated within Zillow Group’s consolidated financial statements. The collective inventory and credit facility borrowings of the SPEs were $491.3 million and $361.2 million, respectively, as of December 31, 2020, and $836.6 million and $691.5 million, respectively, as of December 31, 2019. Outstanding amounts drawn under each credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default. Further, each SPE is required to repay any resulting shortfall if the value of the eligible properties owned by such SPE falls below a certain percentage of the principal amount outstanding under the applicable credit facility. Continued inclusion of properties in each credit facility is subject to various eligibility criteria. For example, aging criteria limit the inclusion in the borrowing base of properties owned longer than a specified number of days, and properties owned for longer than one year are generally ineligible. The stated interest rate on our credit facilities is one-month LIBOR plus an applicable margin, and in certain cases include a LIBOR floor, as defined in the respective credit agreements. Our credit facilities include customary representations and warranties, provisions regarding events of default and covenants. The terms of these credit facilities and related financing documents require Zillow Group and certain of its subsidiaries, as applicable, to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth and leverage ratios. As of December 31, 2020, Zillow Group was in compliance with all financial covenants and no event of default had occurred. Except for certain limited circumstances, the credit facilities are non-recourse to Zillow Group. Our credit facilities require that we establish, maintain and in certain circumstances that Zillow Group fund specified reserve accounts. These reserve accounts include, but are not limited to, interest reserves, insurance reserves, tax reserves, renovation cost reserves and reserves for specially permitted liens. Amounts funded to these reserve accounts and the collection accounts have been classified within our consolidated balance sheets as restricted cash. Mortgages Segment To provide capital for Zillow Home Loans, we utilize master repurchase agreements and a warehouse line of credit which are classified as current liabilities in our consolidated balance sheets. The repurchase agreements and warehouse line of credit provide short-term financing between the issuance of a mortgage loan and when Zillow Home Loans sells the loan to an investor. The following table summarizes certain details related to our repurchase agreements and warehouse line of credit (in thousands, except interest rates): Lender Maturity Date Maximum Borrowing Capacity Weighted Average Interest Rate Credit Suisse AG, Cayman Islands November 10, 2021 $ 200,000 2.50 % Citibank, N.A. October 26, 2021 100,000 1.90 % Comerica Bank June 26, 2021 75,000 3.01 % Total $ 375,000 Master Repurchase Agreements On November 11, 2020, Zillow Home Loans entered into a master repurchase agreement with Credit Suisse AG, Cayman Islands (“Credit Suisse”). The master repurchase agreement provides an uncommitted total maximum borrowing capacity of $200.0 million until November 10, 2021. On October 27, 2020, Zillow Home Loans amended its master repurchase agreement with Citibank, N.A. previously maturing on October 27, 2020, such that it now matures on October 26, 2021 and provides for an increased maximum borrowing capacity of $100.0 million, $25.0 million of which is committed. In accordance with the master repurchase agreements, Credit Suisse and Citibank, N.A. (together the “Lenders”) agree to pay Zillow Home Loans a negotiated purchase price for eligible loans and Zillow Home Loans simultaneously agrees to repurchase such loans from the Lenders under a specified timeframe at an agreed upon price that includes interest. The master repurchase agreements contain margin call provisions that provide the Lenders with certain rights in the event of a decline in the market value of the assets purchased under the master repurchase agreements. As of December 31, 2020 and 2019, $240.1 million and $0.4 million, respectively, in mortgage loans held for sale were pledged as collateral under the facilities. Warehouse Line of Credit On September 25, 2020, Zillow Home Loans amended its Comerica Bank warehouse line of credit to provide for a temporary maximum borrowing capacity increase of $25.0 million, such that the total maximum borrowing capacity of the facility is increased to $75.0 million until February 16, 2021. The warehouse line of credit was previously amended on June 27, 2020 to extend the original agreement for one additional year, such that the warehouse line of credit matures on June 26, 2021. The warehouse line of credit with Comerica Bank is committed. Borrowings on the repurchase agreements and warehouse line of credit bear interest at the one-month LIBOR plus an applicable margin, and in certain cases include a LIBOR floor, as defined in the governing agreements, and are secured by residential mortgage loans held for sale. The repurchase agreements and warehouse line of credit include customary representations and warranties, covenants and provisions regarding events of default. As of December 31, 2020, Zillow Home Loans was in compliance with all financial covenants and no event of default had occurred. The repurchase agreements and warehouse line of credit and are recourse to Zillow Home Loans, and have no recourse to Zillow Group or any of its other subsidiaries. Convertible Senior Notes The following tables summarize certain details related to our outstanding convertible senior notes as of the dates presented or for the periods ended (in thousands, except interest rates): December 31, 2020 December 31, 2019 Maturity Date Aggregate Principal Amount Stated Interest Rate Effective Interest Rate First Interest Payment Date Semi-Annual Interest Payment Dates Unamortized Debt Discount and Debt Issuance Costs Fair Value Unamortized Debt Discount and Debt Issuance Costs Fair Value September 1, 2026 $ 500,000 1.375 % 8.10 % March 1, 2020 March 1; September 1 $ 152,434 $ 1,508,675 $ 172,813 $ 597,380 May 15, 2025 565,000 2.75 % 10.32 % November 15, 2020 May 15; November 15 150,112 1,168,855 — — September 1, 2024 673,000 0.75 % 7.68 % March 1, 2020 March 1; September 1 148,727 2,023,280 182,462 819,378 July 1, 2023 373,750 1.50 % 6.99 % January 1, 2019 January 1; July 1 46,954 633,039 63,575 356,464 December 1, 2021 — 2.00 % 7.43 % June 1, 2017 June 1; December 1 — — 44,498 514,312 December 15, 2020 — 2.75 % N/A N/A June 15; December 15 — — — 16,842 Total $ 2,111,750 $ 498,227 $ 5,333,849 $ 463,348 $ 2,304,376 Year Ended Year Ended Year Ended Maturity Date Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense September 1, 2026 $ 6,876 $ 19,893 $ 486 $ 27,255 $ 2,139 $ 5,869 $ 144 $ 8,152 $ — $ — $ — $ — May 15, 2025 9,689 15,585 832 26,106 — — — — — — — — September 1, 2024 5,034 32,618 1,117 38,769 1,539 9,482 325 11,346 — — — — July 1, 2023 5,606 15,142 1,479 22,227 5,606 14,047 1,374 21,027 2,788 6,655 650 10,093 December 1, 2021 6,350 13,820 1,429 21,599 9,200 18,899 1,957 30,056 9,200 17,571 1,817 28,588 December 15, 2020 234 — — 234 265 — — 265 265 — — 265 Total $ 33,789 $ 97,058 $ 5,343 $ 136,190 $ 18,749 $ 48,297 $ 3,800 $ 70,846 $ 12,253 $ 24,226 $ 2,467 $ 38,946 The convertible notes are senior unsecured obligations and are classified as long-term debt in our consolidated balance sheets based on their contractual maturity dates. Interest on the convertible notes is paid semi-annually in arrears. The estimated fair value of the convertible senior notes was determined through consideration of quoted market prices. The fair value is classified as Level 3 due to the limited trading activity for each of the convertible senior notes. Convertible Senior Notes due in 2025 On May 15, 2020, we issued $500.0 million aggregate principal amount of 2.75% Convertible Senior Notes due 2025 (the “Initial 2025 Notes”) and on May 19, 2020 we issued $65.0 million aggregate principal amount of 2.75% Convertible Senior Notes due 2025 (the “Additional Notes” and, together with the Initial 2025 Notes, the “2025 Notes”). The Additional Notes were sold pursuant to the underwriters’ option to purchase additional 2025 Notes granted in connection with the offering of the Initial 2025 Notes. The net proceeds from the issuance of the 2025 Notes were approximately $553.3 million, after deducting underwriting discounts and commissions and offering expenses paid by Zillow Group. Convertible Senior Notes due in 2024 and 2026 On September 9, 2019, we issued $600.0 million aggregate principal amount of Convertible Senior Notes due 2024 (the “Initial 2024 Notes”) and $500.0 million aggregate principal amount of Convertible Senior Notes due 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers. The net proceeds from the issuance of the Initial 2024 Notes were approximately $592.2 million and the net proceeds from the issuance of the 2026 Notes were approximately $493.5 million, in each case after deducting fees and expenses paid by Zillow Group. We used approximately $75.2 million of the net proceeds from the issuance of the Initial 2024 Notes and approximately $75.4 million of the net proceeds from the issuance of the 2026 Notes to pay the cost of the capped call transactions entered into in connection with the issuances, described below. On October 9, 2019, we issued $73.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2024 (the “Additional Notes” and, together with the Initial 2024 Notes, the “2024 Notes”). The Additional Notes were sold pursuant to the initial purchasers’ partial exercise of their option to purchase such notes, granted in connection with the offering of the Initial 2024 Notes. The Additional Notes have the same terms, and were issued under the same indenture, as the Initial 2024 Notes. The net proceeds from the offering of the Additional Notes were approximately $72.0 million, after deducting fees and expenses paid by Zillow Group. We used approximately $9.1 million of the net proceeds from the issuance of the Additional Notes to pay the cost of the capped call transactions entered into in connection with the issuance of the Additional Notes, described below. Convertible Senior Notes due in 2023 On July 3, 2018, we issued $373.8 million aggregate principal amount of Convertible Senior Notes due 2023 (the “2023 Notes”), which includes $48.8 million principal amount of 2023 Notes sold pursuant to the underwriters’ option to purchase additional 2023 Notes. The net proceeds from the issuance of the 2023 Notes were approximately $364.0 million, after deducting fees and expenses paid by Zillow Group. We used approximately $29.4 million of the net proceeds from the issuance of the 2023 Notes to pay the cost of capped call transactions entered into in connection with the issuances, described below. Convertible Senior Notes due in 2021 On December 12, 2016, we issued $460.0 million aggregate principal amount of 2.00% Convertible Senior Notes due 2021 (the “2021 Notes”), which includes the exercise of the $60.0 million over-allotment option, to the initial purchaser of the 2021 Notes in a private offering to qualified institutional buyers. The net proceeds from the issuance of the 2021 Notes were approximately $447.8 million, after deducting fees and expenses paid by Zillow Group. In addition, we used approximately $36.6 million of the net proceeds from the issuance of the 2021 Notes to pay the cost of the capped call transactions with the initial purchaser of the 2021 Notes and two additional financial institutions, described below. In May 2020, we used a portion of the net proceeds from the issuance of the 2025 Notes to repurchase $194.7 million aggregate principal of the 2021 Notes in privately negotiated transactions. The 2021 Notes were repurchased for $194.7 million in cash and 753,936 shares of Class C capital stock for an aggregate purchase price of $230.9 million. The repurchase of the 2021 Notes was accounted for as a debt extinguishment. We allocated $172.9 million of the repurchase price to the liability component based on the fair value of the liability component immediately prior to settlement. The fair value of the liability component was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature. The remaining consideration of $58.0 million was allocated to the equity component. As a result, we recognized a $179.3 million reduction to long-term debt representing the carrying value of the liability component as of the date of the partial repurchase of the 2021 Notes, a $58.0 million reduction to additional paid-in capital representing the equity component of the partially repurchased 2021 Notes and a $6.4 million gain on partial extinguishment of 2021 Notes representing the excess of the carrying value of the liability component over the fair value of the liability component of the repurchased 2021 Notes during the year ended December 31, 2020. In connection with the repurchase of a portion of the 2021 Notes, we partially terminated the capped call transactions entered into in connection with the issuance of the 2021 Notes for an amount corresponding to the aggregate principal amount of the 2021 Notes that were repurchased. As a result of the partial settlement of the capped call transactions, we received 317,865 shares of our Class C capital stock equal to a value of approximately $14.8 million based on the trading price of our Class C capital stock at the time of the unwind. Under applicable Washington State law, the acquisition of a corporation’s own shares is not disclosed separately as treasury stock in the financial statements and such shares are treated as authorized but unissued shares. We record acquisitions of our shares of capital stock as a reduction to capital stock at the par value of the shares reacquired, then to additional paid-in capital until it is depleted to a nominal amount, with any further excess recorded to retained earnings. We recorded an offsetting increase to additional paid-in capital for the partial unwind of the capped call transactions. On November 4, 2020, we submitted notice to the trustee to exercise our right to redeem the remaining $265.3 million in aggregate principal amount of the 2021 Notes on December 18, 2020 (the “Redemption Date”). Holders of the 2021 Notes had the option to convert their 2021 Notes in whole or in part into shares of Class C capital stock prior to the Redemption Date at a conversion rate of 19.0985 shares of Class C capital stock per $1,000 principal amount of the 2021 Notes, equal to a conversion price of $52.3601 per share. Holders of the 2021 Notes elected to convert $265.2 million of aggregate principal amount prior to the Redemption Date. We satisfied these conversions through the issuance of approximately 5.1 million shares of Class C capital stock in December 2020. The remaining $0.1 million of aggregate principal amount was redeemed on December 18, 2020 for $0.1 million in cash, plus accrued and unpaid interest. Settlement of the 2021 Notes was accounted for as a debt extinguishment. The fair value of the consideration transferred to the holders at settlement was $551.6 million. We allocated $256.3 million of the settled notes to the liability component based on the fair value of the liability component immediately prior to settlement. The fair value of the liability component was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature. The remaining consideration of $295.3 million was allocated to the equity component. As a result, we recognized a $251.4 million reduction to long-term debt representing the carrying value of the liability component of the settled 2021 Notes, a $295.3 million reduction to additional paid-in capital representing the equity component of the settled 2021 Notes and a $4.9 million loss on extinguishment representing the excess of the fair value of the liability component over the carrying value of the liability component of the settled 2021 Notes during the year ended December 31, 2020. The 2021 Notes would have otherwise matured on December 1, 2021. The Company has used or intends to use the remainder of the net proceeds of the 2026 Notes, 2025 Notes, 2024 Notes and 2023 Notes (together, the “Notes”) for general corporate purposes, which may include working capital, sales and marketing activities, general and administrative matters and capital expenditures. The Notes are convertible into cash, shares of Class C capital stock or a combination thereof, at our election, and may be settled as described below. The Notes will mature on their respective Maturity Date, unless earlier repurchased, redeemed or converted in accordance with their terms. The following table summarizes the conversion and redemption options with respect to the Notes: Maturity Date Early Conversion Date Conversion Rate Conversion Price Optional Redemption Date September 1, 2026 March 1, 2026 22.9830 $ 43.51 September 5, 2023 May 15, 2025 November 15, 2024 14.8810 67.20 May 22, 2023 September 1, 2024 March 1, 2024 22.9830 43.51 September 5, 2022 July 1, 2023 April 1, 2023 12.7592 78.37 July 6, 2021 Prior to the close of business on the business day immediately preceding the applicable Early Conversion Date, the Notes will be convertible at the option of the holders only under certain conditions. On or after the applicable Early Conversion Date, until the close of business on the second scheduled trading day immediately preceding the applicable Maturity Date, holders may convert the Notes at their option at the applicable Conversion Rate then in effect, irrespective of these conditions. The Company will settle conversions of the Notes by paying or delivering, as the case may be, cash, shares of its Class C capital stock, or a combination of cash and shares of its Class C capital stock, at its election. The applicable Conversion Rate for each series of Notes will initially be the conversion rate of shares of Class C capital stock per $1,000 principal amount of the Notes (equivalent to an initial Conversion Price per share of Class C capital stock). The applicable Conversion Rate and the corresponding initial Conversion Price will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The Company may redeem for cash all or part of the respective series of Notes, at its option, on or after the applicable Optional Redemption Date, under certain circumstances, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (as defined in the indentures governing the Notes). We may not redeem a series of Notes prior to the applicable Optional Redemption Date. We may redeem for cash all or any portion of a series of Notes, at our option, in whole or in part on or after the applicable Optional Redemption Date if the last reported sale price per share of our Class C capital 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. The conversion option does not meet the criteria for separate accounting as a derivative as it is indexed to our own stock. For more than 20 trading days during the 30 consecutive trading days ended December 31, 2020, the last reported sale price of our Class C capital stock exceeded 130% of the conversion price of the 2026 Notes, 2025 Notes, 2024 Notes and 2023 Notes. Accordingly, the Notes are convertible at the option of the holders from January 1 through March 31, 2021. The 2026 Notes and 2024 Notes were first convertible during the three months ended September 30, 2020. If the Company undergoes a fundamental change (as defined in the indentures governing the Notes), holders may require the Company to repurchase for cash all or part of a series of Notes, as applicable, at a repurchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date (as defined in the indentures governing the Notes). In addition, if certain fundamental changes occur, the Company may be required, in certain circumstances, to increase the conversion rate for any of the Notes converted in connection with such fundamental changes by a specified number of shares of its Class C capital stock. Certain events are also considered “Events of Default,” which may result in the acceleration of the maturity of the Notes, as described in the indentures governing the Notes. There are no financial covenants associated with the Notes. In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component for each of the Notes was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the Notes. The difference between the principal amounts of the Notes and their liability components represents their respective debt discounts, which are recorded as a direct deduction from the related debt liability in the consolidated balance sheets and amortized to interest expense using the effective interest method over the term of the Notes. The equity components of the Notes, net of issuance costs, are included in additional paid-in capital in the consolidated balance sheets and are not remeasured as long as they continue to meet the conditions for equity classification. The equity components of the 2026 Notes, 2025 Notes, 2024 Notes and 2023 Notes of $172.3 million, $154.8 million, $183.5 million and $76.6 million, respectively, are net of issuance costs of $2.3 million, $3.3 million, $2.4 million and $2.0 million, respectively, and are included in additional paid-in capital in the consolidated balance sheet and are not remeasured as long as they continue to meet the conditions for equity classification. The following table summarizes certain details related to the capped call confirmations with respect to the Notes: Maturity Date Initial Cap Price Cap Price Premium September 1, 2026 $ 80.5750 150 % September 1, 2024 72.5175 125 % July 1, 2023 105.45 85 % December 1, 2021 69.19 85 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We are subject to federal and state income taxes in the United States and federal and provincial income taxes in Canada. We recorded an income tax benefit of $7.5 million for the year ended December 31, 2020. The income tax benefit was primarily a result of a $9.7 million income tax benefit related to the $71.5 million non-cash impairment we recorded during the year ended December 31, 2020 related to the Trulia trade names and trademarks intangible asset. For additional information about the non-cash impairment, see Note 11 to our consolidated financial statements. This income tax benefit was partially offset by an immaterial amount of current state and foreign income tax expense recorded for the year ended December 31, 2020. We recorded an income tax benefit of $4.3 million for the year ended December 31, 2019. The majority of the income tax benefit is a result of federal and state interest expense limitation carryforwards that are indefinite-lived deferred tax assets that can be offset against our indefinite-lived deferred tax liabilities. In addition, net operating losses generated after December 31, 2017 also can be offset against the indefinite-lived deferred tax liabilities. These items contributed to a release of the valuation allowance and the recognition of an income tax benefit for the year ended December 31, 2019. We recorded an income tax benefit of $31.1 million for the year ended December 31, 2018. Approximately $15.4 million of the income tax benefit resulted from the $69.0 million non-cash impairment we recorded during the year ended December 31, 2018 related to the Trulia trade names and trademarks intangible asset. For additional information about the non-cash impairment, see Note 11 to our consolidated financial statements. The remaining portion of our income tax benefit was primarily the result of net operating losses generated after December 31, 2017 with an indefinite carryforward period due to the Tax Act. Thus, net operating losses for the year ended December 31, 2018 could be offset against our indefinite-lived deferred tax liabilities, which resulted in the release of our valuation allowance and the recognition of an income tax benefit for the year ended December 31, 2018. During the year ended December 31, 2018, we completed our accounting for the income tax effects of deduction limitations on compensation under the Tax Act. The Internal Revenue Service provided further guidance regarding the written binding contracts requirement under the Tax Act, and we determined that certain of our executives’ compensation previously eligible to be deducted for tax purposes under Section 162(m) of the Internal Revenue Code were considered grandfathered. Therefore, we continued to deduct this compensation during the year ended December 31, 2018. Based on the clarification of these rules, we recorded a $5.9 million income tax benefit for the year ended December 31, 2018. The following table summarizes the components of our income tax benefit for the periods presented (in thousands): Year Ended 2020 2019 2018 Current income tax expense: State $ 588 $ 304 $ — Foreign 257 99 161 Total current income tax expense 845 403 161 Deferred income tax benefit: Federal (7,388) (1,631) (28,502) State (1,095) (2,856) (2,441) Foreign 115 (174) (320) Total deferred income tax benefit (8,368) (4,661) (31,263) Total income tax benefit $ (7,523) $ (4,258) $ (31,102) The following table presents a reconciliation of the federal statutory rate and our effective tax rate for the periods presented: Year Ended 2020 2019 2018 Tax expense at federal statutory rate (21.0) % (21.0) % (21.0) % State income taxes, net of federal tax benefit (11.2) (3.0) (5.9) Share-based compensation (52.5) (0.9) (16.5) Section 162(m) of Internal Revenue Code 2.3 1.1 1.0 Research and development credits (10.6) (7.2) (8.4) Meals and entertainment 0.5 1.1 1.8 Return to provision adjustments (0.8) 0.5 (4.2) Enactment of Tax Act — — (1.9) Other (0.2) (0.6) 0.4 Valuation allowance 89.1 28.6 34.0 Effective tax rate (4.4) % (1.4) % (20.7) % Deferred federal, state and foreign income taxes reflect the net tax impact of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and such amounts for tax purposes. The following table presents the significant components of our deferred tax assets and liabilities as of the dates presented (in thousands): December 31, 2020 2019 Deferred tax assets: Federal and state net operating loss carryforwards $ 400,509 $ 273,171 Research and development credits 88,823 70,970 Lease liability 57,606 58,899 Share-based compensation 43,065 75,704 Interest expense limitation 30,921 11,120 Inventory 15,115 17,819 Accruals and reserves 3,988 3,891 Depreciation and amortization 1,035 2,032 Other deferred tax assets 4,736 45,641 Total deferred tax assets 645,798 559,247 Deferred tax liabilities: Debt discount on convertible senior notes (80,280) (108,114) Right of use assets (45,857) (52,486) Website and software development costs (32,021) (20,681) Intangible assets (12,968) (38,032) Goodwill (3,267) (1,951) Total deferred tax liabilities (174,393) (221,264) Net deferred tax assets before valuation allowance 471,405 337,983 Less: valuation allowance (471,901) (346,877) Net deferred tax liabilities $ (496) $ (8,894) Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. We have provided a full valuation allowance against the net deferred tax assets as of December 31, 2020 and 2019 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. The valuation allowance increased by $125.0 million and $39.3 million, respectively, during the years ended December 31, 2020 and 2019. We have accumulated federal tax losses of approximately $1.7 billion and $1.1 billion, respectively, as of December 31, 2020 and 2019, which are available to reduce future taxable income. We have accumulated state tax losses of approximately $53.2 million and $34.3 million (tax effected), respectively, as of December 31, 2020 and 2019. Additionally, we have net research and development credit carryforwards of $88.8 million and $71.0 million, respectively, as of December 31, 2020 and 2019, which are available to reduce future tax liabilities. The tax loss and research and development credit carryforwards begin to expire in 2025. Under Sections 382 and 383 of the Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income or income tax liability may be limited. In connection with our August 2013 public offering of our Class A common stock, we experienced an ownership change that triggered Sections 382 and 383, which may limit our ability to utilize net operating loss and tax credit carryforwards. In connection with our February 2015 acquisition of Trulia, Trulia experienced an ownership change that triggered Section 382 and 383, which may limit Zillow Group’s ability to utilize Trulia’s net operating loss and tax credit carryforwards. Our material income tax jurisdiction is the United States (federal). With limited exceptions for state taxing authorities, which are not material to the financial statements, all tax years for which the Company has filed a tax return remain subject to examination due to the existence of net operating loss carryforwards. Changes for unrecognized tax benefits for the periods presented are as follows (in thousands): Balance at January 1, 2018 $ 21,613 Gross increases—current period tax positions 6,421 Gross increases—prior period tax positions 591 Balance at December 31, 2018 $ 28,625 Gross increases—current period tax positions 9,021 Gross increases—prior period tax positions 1,786 Balance at December 31, 2019 $ 39,432 Gross increases—current period tax positions 9,334 Gross increases—prior period tax positions 328 Balance at December 31, 2020 $ 49,094 At December 31, 2020, the total amount of unrecognized tax benefits of $49.1 million is recorded as a reduction to our deferred tax asset when available. We do not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. Accrued interest and penalties related to unrecognized tax benefits are recorded as income tax expense and are zero. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Preferred Stock Our board of directors has the authority to fix and determine and to amend the number of shares of any series of preferred stock that is wholly unissued or to be established and to fix and determine and to amend the designation, preferences, voting powers and limitations and the relative, participating, optional or other rights, of any series of shares of preferred stock that is wholly unissued or to be established, subject in each case to certain approval rights of holders of our outstanding Class B common stock. There was no preferred stock issued and outstanding as of December 31, 2020 or December 31, 2019. 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 years ended December 31, 2020, 2019 and 2018, 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. On May 15, 2020, Zillow Group issued and sold 8,000,000 shares of Class C capital stock, and on May 19, 2020, issued and sold an additional 800,000 shares of Class C capital stock pursuant to the exercise of the underwriters’ option to purchase additional shares. The 8,800,000 shares of Class C capital stock were issued and sold at a public offering price of $48.00 per share. We received net proceeds of $411.5 million after deducting underwriting discounts and commissions and offering expenses paid by us. On July 3, 2018, we issued and sold 6,557,017 shares (of which 855,263 shares were related to the exercise of the underwriters’ option to purchase additional shares) of our Class C capital stock at a public offering price of $57.00 per share. We received net proceeds of $360.3 million after deducting underwriting discounts and commissions and offering expenses paid by us. The following shares of common and capital stock have been reserved for future issuance as of the dates presented: December 31, 2020 2019 Option awards outstanding 20,051,051 29,634,296 Restricted stock units outstanding 7,316,557 7,052,767 Class A common stock and Class C capital stock available for grant under 2011 and 2020 incentive plans 16,175,125 1,466,856 Class C capital stock available for grant under the 2019 Equity Inducement Plan 6,817,102 7,898,167 Shares issuable upon conversion of outstanding Class B common stock 6,217,447 6,217,447 Total 56,577,282 52,269,533 |
Share-Based Awards
Share-Based Awards | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Awards | Share-Based Awards In connection with our February 2015 acquisition of Trulia, we assumed the obligations of Zillow and Trulia outstanding under pre-existing stock plans. We intend that future equity grants will be made under Zillow Group incentive plans, as described below. Zillow Group, Inc. 2020 Incentive Plan On June 9, 2020, the Zillow Group, Inc. 2020 Incentive Plan (the “2020 Plan”) became effective, which replaces the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan (the “2011 Plan”), which became effective July 19, 2011. Subject to adjustment from time to time as provided in the 2020 Plan, a total of 12,400,000 shares of Class C capital stock are authorized for issuance under the 2020 Plan. In addition, shares previously available for new grants under the 2011 Plan as of June 9, 2020 and shares subject to outstanding awards under the 2011 Plan as of June 9, 2020 that on or after that date cease to be subject to such awards (other than by reason of exercise or settlement of the awards in vested or nonforfeitable shares) are also available for issuance under the 2020 Plan. The number of shares authorized under the 2020 Plan will be increased on the first day of each calendar year, beginning January 1, 2021 and ending on and including January 1, 2030, by an amount equal to the lesser of (a) 5% of our outstanding Class A common stock, Class B common stock and Class C capital stock on a fully diluted basis as of the end of the immediately preceding calendar year and (b) a number of shares determined by our board of directors. Shares issued under the 2020 plan may be issued from authorized and unissued shares of Class C capital stock. The 2020 Plan is administered by the compensation committee of the board of directors. Under the terms of the 2020 Plan, the compensation committee may grant equity awards, including incentive stock options, nonqualified stock options, restricted stock, restricted stock units, restricted units, stock appreciation rights, performance shares or performance units to employees, officers, directors, consultants, agents, advisors and independent contractors of Zillow Group and its subsidiaries. The board of directors has also authorized certain senior executive officers to grant equity awards under the 2020 Plan, within limits prescribed by our board of directors. The 2020 Plan provides that in the event of a stock dividend, stock split or similar event, the maximum number and kind of securities available for issuance under the plan will be proportionally adjusted. Options under the 2020 Plan are granted with an exercise price per share not less than 100% of the fair market value of our Class C capital stock on the grant date, 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. 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 three months following their termination of employment or 12 months following termination by reason of death, disability or retirement. Options granted under the 2020 Plan expire no later than ten years from the grant date and typically vest either 25% after 12 months and quarterly thereafter over the next three years or quarterly over a period of four years. Restricted stock units granted under the 2020 Plan typically vest either 25% after 12 months and quarterly thereafter over the next three years or quarterly over a period of four years. Generally, any portion of a restricted stock unit that is not vested on the date of a participant’s termination of service expires on such date. Zillow Group, Inc. Amended and Restated 2011 Incentive Plan Options and restricted stock units that remain outstanding under the 2011 Plan have vesting and exercisability terms consistent with those described above for awards granted under the 2020 Plan. Zillow Group, Inc. 2019 Equity Inducement Plan On August 8, 2019, the 2019 Equity Inducement Plan (“Inducement Plan”) became effective. Subject to adjustment from time to time as provided in the Inducement Plan, 10,000,000 shares of Class C capital stock are available for issuance under the Inducement Plan. Shares issued under the Inducement Plan shall be drawn from authorized and unissued shares of Class C capital stock. The purpose of the Inducement Plan is to attract, retain and motivate certain new employees of the Company and its subsidiaries by providing them the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s shareholders. Each award under the Inducement Plan is intended to qualify as an employment inducement award pursuant to Listing Rule 5635(c) of the corporate governance rules of the NASDAQ Stock Market. The Inducement Plan is administered by the compensation committee of the board of directors. Under the terms of the Inducement Plan, the compensation committee may grant equity awards, including incentive stock options, nonqualified stock options, restricted stock or restricted stock units or restricted units to new employees of the Company and its subsidiaries. The Inducement Plan provides that in the event of a stock dividend, stock split or similar event, the maximum number and kind of securities available for issuance under the plan will be proportionally adjusted. Options under the Inducement 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. 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 3 months following their termination of employment or 12 months following termination by reason of death, disability or retirement. Options granted under the Inducement Plan expire ten years from the grant date and vest 25% after 12 months and quarterly thereafter over the next three years. Restricted stock units granted under the Inducement Plan vest 25% after 12 months and quarterly thereafter over the next three years. Any portion of a restricted stock unit that is not vested on the date of a participant’s termination of service expires on such date. Option Awards The following table summarizes option award activity for the year ended December 31, 2020: Number Weighted- Weighted- Aggregate Outstanding at January 1, 2020 29,634,296 $ 35.95 6.28 $ 331,107 Granted 5,247,971 53.47 Exercised (13,744,571) 32.31 Forfeited or cancelled (1,086,645) 42.51 Outstanding at December 31, 2020 20,051,051 42.68 7.22 1,751,105 Vested and exercisable at December 31, 2020 9,742,851 38.37 5.91 894,291 The fair value of options granted is estimated at the date of grant using the Black-Scholes-Merton option-pricing model, assuming no dividends and with the following assumptions for the periods presented: Year Ended 2020 2019 2018 Expected volatility 45% – 52% 45% – 47% 42% – 45% Expected dividend yield — — — Risk-free interest rate 0.22% – 0.93% 1.60% – 2.53% 2.52% – 2.84% Weighted-average expected life 4.50 – 5.50 years 4.75 – 5.25 years 4.50 – 5.00 years Weighted-average fair value of options granted $22.50 $16.52 $19.11 As of December 31, 2020, there was a total of $185.2 million in unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.5 years. The total intrinsic value of options exercised during the years ended December 31, 2020, 2019 and 2018 was $564.3 million, $51.1 million and $161.4 million, respectively. The fair value of options vested for the years ended December 31, 2020, 2019 and 2018 was $85.2 million, $100.1 million and $87.7 million, respectively. Restricted Stock Units The following table summarizes activity for restricted stock units for the year ended December 31, 2020: Restricted Weighted- Unvested outstanding at January 1, 2020 7,052,767 $ 40.01 Granted 4,180,245 55.83 Vested (3,013,365) 41.40 Forfeited (903,090) 42.70 Unvested outstanding at December 31, 2020 7,316,557 48.14 The total fair value of vested restricted stock units was $124.8 million, $89.9 million and $62.0 million, respectively, for the years ended December 31, 2020, 2019 and 2018. The fair value of the outstanding restricted stock units is based on the market value of our Class A common stock or Class C capital stock, as applicable, on the date of grant and will be recorded as share-based compensation expense over the vesting period. As of December 31, 2020, there was $326.7 million of total unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted-average period of 2.7 years. Share-Based Compensation Expense The following table presents the effects of share-based compensation expense in our consolidated statements of operations during the periods presented (in thousands): Year Ended 2020 2019 2018 Cost of revenue $ 5,741 $ 3,978 $ 4,127 Sales and marketing 33,110 25,126 22,942 Technology and development 81,820 69,921 56,673 General and administrative 76,879 99,877 65,342 Total $ 197,550 $ 198,902 $ 149,084 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 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 Class A common stock and Class C capital stock underlying unvested restricted stock units using the treasury stock method. Potential Class A common stock equivalents also include Class A common stock issuable upon conversion of the convertibles notes due in 2020 using the if-converted method through the date of their last conversion in December 2020. Prior to the second half of 2020, we intended to settle the principal amount of the outstanding convertible notes maturing in 2021, 2023, 2024, 2025 and 2026 in cash and therefore used the treasury stock method to calculate any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. Effective July 1, 2020, we can no longer assume cash settlement of the principal amount of these outstanding convertible notes, therefore share settlement is now presumed. Thus, beginning on July 1, 2020, on a prospective basis we have applied the if-converted method for calculating any potential dilutive effect of the conversion of the outstanding convertible notes on diluted net loss per share, if applicable. The following table presents the maximum number of shares and conversion price per share of Class C capital stock for each of the Notes based on the aggregate principal amount outstanding as of December 31, 2020 (in thousands, except per share amounts): Maturity Date Shares Conversion Price per Share September 1, 2026 11,492 $ 43.51 May 15, 2025 8,408 67.20 September 1, 2024 15,468 43.51 July 1, 2023 4,769 78.37 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): Year Ended 2020 2019 2018 Weighted-average Class A common stock and Class C capital stock option awards outstanding 25,913 19,183 22,736 Weighted-average Class A common stock and Class C capital stock restricted stock units outstanding 8,198 6,765 4,949 Class A common stock issuable upon conversion of the convertible notes due in 2020 338 404 400 Class C capital stock issuable upon conversion of the convertible notes maturing in 2021, 2023, 2024, 2025 and 2026 24,182 439 — Total Class A common stock and Class C capital stock equivalents 58,631 26,791 28,085 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 | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 2021 and 2030. For additional information regarding our lease agreements, see Note 13. Purchase Commitments Purchase commitments primarily include various non-cancelable agreements to purchase content related to our mobile applications and websites and certain cloud computing services as well as homes we are under contract to purchase through Zillow Offers but that have not closed as of December 31, 2020. The amounts due for non-cancelable purchase commitments excluding homes under contract as of December 31, 2020 are as follows (in thousands): Purchase Obligations 2021 $ 61,962 2022 48,418 2023 41,004 2024 394 2025 60 Total future purchase commitments $ 151,838 As of December 31, 2020, the value of homes under contract that have not closed was $287.4 million. Letters of Credit As of December 31, 2020 and 2019, we have outstanding letters of credit of approximately $16.9 million, which secure our lease obligations in connection with certain of our office space operating leases. Surety Bonds In the course of business, we are required to provide financial commitments in the form of surety bonds to third parties as a guarantee of our performance on and our compliance with certain obligations. If we were to fail to perform or comply with these obligations, any draws upon surety bonds issued on our behalf would then trigger our payment obligation to the surety bond issuer. We have outstanding surety bonds issued for our benefit of approximately $10.1 million and $10.2 million, respectively, as of December 31, 2020 and 2019. Legal Proceedings We are involved in a number of legal proceedings concerning matters arising in connection with the conduct of our business activities, some of which are at preliminary stages and some of which seek an indeterminate amount of damages. We regularly evaluate the status of legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have been incurred to determine if accruals are appropriate. We further evaluate each legal proceeding to assess whether an estimate of possible loss or range of loss can be made if accruals are not appropriate. For certain cases described below, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in preliminary stages; (ii) specific damages have not been sought; (iii) damages sought are, in our view, unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories presented. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material effect on our financial position, results of operations or cash flow. For the matters discussed below, we have not recorded any material accruals as of December 31, 2020 or 2019. In July 2015, VHT, Inc. (“VHT”) filed a complaint against us in the United States District Court for the Western District of Washington alleging copyright infringement of VHT’s images on the Zillow Digs site. In January 2016, VHT filed an amended complaint alleging copyright infringement of VHT’s images on the Zillow Digs site as well as the Zillow listing site. In December 2016, the court granted a motion for partial summary judgment that dismissed VHT’s claims with respect to the Zillow listing site. On February 9, 2017, a jury trial returned a verdict finding that the Company had infringed VHT’s copyrights in images displayed or saved to the Digs site. The jury awarded VHT $79,875 in actual damages and approximately $8.2 million in statutory damages. On June 20, 2017, the District Court granted certain of our post-trial motions, finding that VHT failed to present sufficient evidence to prove direct copyright infringement for a portion of the images, reducing the total damages to approximately $4.1 million. On March 15, 2019, after we filed an appeal with the Ninth Circuit Court of Appeals seeking review of the final judgment and certain prior rulings entered by the District Court, the Ninth Circuit Court of Appeals issued an opinion that, among other things, (i) affirmed the District Court’s grant of summary judgment in favor of Zillow on direct infringement of images on Zillow’s listing site, (ii) affirmed the district court’s grant in favor of Zillow of judgment notwithstanding the verdict on certain images that were displayed on the Zillow Digs site, (iii) remanded consideration of the issue whether VHT’s images on the Zillow Digs site were part of a compilation or individual photos, and (iv) vacated the jury’s finding of willful infringement. On October 7, 2019, the United States Supreme Court denied VHT’s petition for writ of certiorari seeking review of certain rulings by the Ninth Circuit Court of Appeals. On December 6, 2019, the Company filed a motion for summary judgment with the District Court seeking a ruling that VHT’s images are a compilation, or in the alternative, seeking a dismissal of the case based on a recent United States Supreme Court ruling. On May 8, 2020, the District Court denied the Company’s motion for summary judgment and granted VHT’s motion for summary judgment on the issue of whether the remaining photos were a compilation. We do not believe there is a reasonable possibility that a material loss will be incurred related to this lawsuit. In August and September 2017, two purported class action lawsuits were filed against us and certain of our executive officers, alleging, among other things, violations of federal securities laws on behalf of a class of those who purchased our common stock between February 12, 2016 and August 8, 2017. One of those purported class actions, captioned Vargosko v. Zillow Group, Inc. et al , was brought in the United States District Court for the Central District of California. The other purported class action lawsuit, captioned Shotwell v. Zillow Group, Inc. et al , was brought in the United States District Court for the Western District of Washington. The complaints allege, among other things, that during the period between February 12, 2016 and August 8, 2017, we issued materially false and misleading statements regarding our business practices. The complaints seek to recover, among other things, alleged damages sustained by the purported class members as a result of the alleged misconduct. In November 2017, an amended complaint was filed against us and certain of our executive officers in the Shotwell v. Zillow Group purported class action lawsuit, extending the beginning of the class period to November 17, 2014. In January 2018, the Vargosko v. Zillow Group purported class action lawsuit was transferred to the United States District Court for the Western District of Washington and consolidated with the Shotwell v. Zillow Group purported class action lawsuit. In February 2018, the plaintiffs filed a consolidated amended complaint, and in April 2018, we filed our motion to dismiss the consolidated amended complaint. In October 2018, our motion to dismiss was granted without prejudice, and in November 2018, the plaintiffs filed a second consolidated amended complaint, which we moved to dismiss in December 2018. On April 19, 2019, our motion to dismiss the second consolidated amended complaint was denied, and we filed our answer to the second amended complaint on May 3, 2019. On October 11, 2019, plaintiffs filed a motion for class certification which was granted by the District Court on October 28, 2020. On November 11, 2020, we filed a petition with the Ninth Circuit Court of Appeals for review of that decision. We have denied the allegations of wrongdoing and intend to vigorously defend the claims in this lawsuit. We do not believe that there is a reasonable possibility that a material loss will be incurred related to this lawsuit. In October and November 2017 and January and February 2018, four shareholder derivative lawsuits were filed in the United States District Court for the Western District of Washington and the Superior Court of the State of Washington, King County, against certain of our executive officers and directors seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices. The plaintiffs in the derivative suits (in which the Company is a nominal defendant) allege, among other things, that the defendants breached their fiduciary duties in connection with oversight of the Company’s public statements and legal compliance, and as a result of the breach of such fiduciary duties, the Company was damaged, and defendants were unjustly enriched. Certain of the plaintiffs also allege, among other things, violations of Section 14(a) of the Securities Exchange Act of 1934 and waste of corporate assets. On February 5, 2018, the United States District Court for the Western District of Washington consolidated the two federal shareholder derivative lawsuits pending in that court. On February 16, 2018, the Superior Court of the State of Washington, King County, consolidated the two shareholder derivative lawsuits pending in that court. All four of the shareholder derivative lawsuits were stayed until our motion to dismiss the second consolidated amended complaint in the securities class action lawsuit discussed above was denied in April 2019. On July 8, 2019, the plaintiffs in the consolidated federal derivative lawsuit filed a consolidated shareholder derivative complaint, which we moved to dismiss on August 22, 2019. On February 28, 2020, our motion to dismiss the consolidated federal shareholder derivative complaint was denied. On May 18, 2020 we filed an answer in the consolidated federal derivative lawsuit. On August 24, 2020, we filed an answer in the consolidated state derivative matter. We do not believe that there is a reasonable possibility that a material loss will be incurred related to this lawsuit. On September 17, 2019, International Business Machines Corporation (“IBM”) filed a complaint against us in the United States District Court for the Central District of California, alleging, among other things, that the Company has infringed and continues to willfully infringe seven patents held by IBM and seeks unspecified damages, including a request that the amount of compensatory damages be trebled, injunctive relief and costs and reasonable attorneys’ fees. On November 8, 2019, we filed a motion to transfer venue and/or to dismiss the complaint. On December 2, 2019, IBM filed an amended complaint, and on December 16, 2019 we filed a renewed motion to transfer venue and/or to dismiss the complaint. The Company’s motion to transfer venue to the United States District Court for the Western District of Washington was granted on May 28, 2020. We filed our answer with counterclaims in response to the amended complaint on June 11, 2020. On July 2, 2020, IBM filed a motion to dismiss our counterclaims. In response to IBM’s motion, on July 22, 2020, we filed an amended answer with counterclaims. On August 12, 2020, IBM filed its answer to our counterclaims. On September 18, 2020, we filed four Inter Partes Review (“IPR”) petitions before the United States Patent and Trial Appeal Board (“PTAB”) seeking the Board’s review of the patentability with respect to three of the patents asserted by IBM in the lawsuit. On December 23 and 24, 2020, IBM filed its responses to Zillow’s four petitions before the PTAB. On January 22, 2021, at a status conference before the court, the court partially stayed the action with respect to all patents for which Zillow filed an IPR. We deny the allegations of any wrongdoing and intend to vigorously defend the claims in the lawsuit. There is a reasonable possibility that a loss may be incurred related to this complaint; however, the possible loss or range of loss is not estimable. On July 21, 2020, IBM filed a second action against us in the United States District Court for the Western District of Washington, alleging, among other things that the Company has infringed and continues to willfully infringe five patents held by IBM and seeks unspecified damages. On September 14, 2020, we filed a motion to dismiss the complaint filed in the action, to which IBM responded by the filing of an amended complaint on November 5, 2020. On December 18, 2020 Zillow filed its motion to dismiss IBM’s first amended complaint. On December 23, 2020, the Court issued a written order staying this case in full. We deny the allegations of any wrongdoing and intend to vigorously defend the claims in the lawsuit. We do not believe a loss related to this lawsuit is probable. In addition to the matters discussed above, from time to time, we are involved in litigation and claims that arise in the ordinary course of business. Although we cannot be certain of the outcome of any such litigation or claims, nor the amount of damages and exposure that we could incur, we currently believe that the final disposition of such matters will not have a material effect on our business, financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Indemnifications In the ordinary course of business, we enter into contractual arrangements under which we agree to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements and out of intellectual property infringement claims made by third parties. In addition, we have agreements that indemnify certain issuers of surety bonds against losses that they may incur as a result of executing surety bonds on our behalf. For our indemnification arrangements, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, our obligations under these agreements may be limited in terms of time and/or amount, and in some instances, we may have recourse against third parties for certain payments. In addition, we have indemnification agreements with certain of our directors and executive officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations may vary. |
Self-Insurance
Self-Insurance | 12 Months Ended |
Dec. 31, 2020 | |
Insurance [Abstract] | |
Self-Insurance | Self-InsuranceWe are self-insured for medical benefits and dental benefits for all qualifying Zillow Group employees. The medical plan carries a stop-loss policy which provides protection when cumulative medical claims exceed 125% of expected claims for the plan year with a limit of $1.0 million and from individual claims during the plan year exceeding $500,000. 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 claims is included within accrued compensation and benefits in our consolidated balance sheets and was $4.2 million and $3.6 million, respectively, as of December 31, 2020 and 2019. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanWe have a defined contribution 401(k) retirement plan covering Zillow Group employees who have met certain eligibility requirements (the “Zillow Group 401(k) Plan”). Eligible employees may contribute pretax compensation up to a maximum amount allowable under the Internal Revenue Service limitations. Employee contributions and earnings thereon vest immediately. We currently match up to 4% of employee contributions under the Zillow Group 401(k) Plan. The total expense related to the Zillow Group 401(k) Plan was $25.6 million, $20.8 million, and $16.0 million, respectively, for the years ended December 31, 2020, 2019 and 2018. |
Segment Information and Revenue
Segment Information and Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information and Revenue | Segment Information and Revenue We have three operating and reportable segments, which have been identified based on the way in which our chief operating decision-maker manages our business, makes operating decisions and evaluates operating performance. The chief executive officer acts as the chief operating decision-maker and reviews financial and operational information for the Homes, IMT and Mortgages segments. The Homes segment includes the financial results from Zillow Group’s purchase and sale of homes directly through Zillow Offers and the financial results from title and escrow services through Zillow Closing Services. The IMT segment includes the financial results for the Premier Agent, rentals and new construction marketplaces, dotloop and display, as well as revenue from the sale of various other marketing and business products and services to real estate professionals. The Mortgages segment includes financial results for mortgage originations and the sale of mortgages on the secondary market through Zillow Home Loans, advertising sold to mortgage lenders and other mortgage professionals as well as Mortech mortgage software solutions. Revenue and costs are directly attributed to our segments when possible. However, due to the integrated structure of our business, certain costs incurred by one segment may benefit the other segments. These costs primarily include headcount-related expenses, general and administrative expenses including executive, finance, accounting, legal, human resources, recruiting and facilities costs, product development and data acquisition costs and marketing and advertising costs. These costs are allocated to each segment based on the estimated benefit each segment receives from such expenditures. The chief executive officer reviews information about our revenue categories as well as statement of operations data inclusive of income (loss) before income taxes by segment. This information is included in the following tables for the periods presented (in thousands): Year Ended Year Ended Year Ended Homes IMT Mortgages Homes IMT Mortgages Homes IMT Mortgages Revenue: Zillow Offers $ 1,710,535 $ — $ — $ 1,365,250 $ — $ — $ 52,365 $ — $ — Premier Agent — 1,046,954 — — 923,876 — — 898,332 — Other 4,840 403,278 — — 353,020 — — 302,811 — Mortgages — — 174,210 — — 100,691 — — 80,046 Total revenue 1,715,375 1,450,232 174,210 1,365,250 1,276,896 100,691 52,365 1,201,143 80,046 Costs and expenses: Cost of revenue 1,621,040 104,091 31,264 1,315,345 98,522 18,154 49,392 96,693 7,505 Sales and marketing 190,829 422,385 59,602 171,634 488,909 53,585 17,134 502,785 32,702 Technology and development 119,885 367,070 31,117 78,994 365,769 32,584 21,351 363,712 25,755 General and administrative 87,071 225,102 44,949 81,407 243,636 41,133 22,002 220,564 19,587 Impairment costs — 73,900 2,900 — — — — 75,000 4,000 Acquisition-related costs — — — — — — — 27 2,305 Integration costs — — — — — 650 — — 2,015 Total costs and expenses (1) 2,018,825 1,192,548 169,832 1,647,380 1,196,836 146,106 109,879 1,258,781 93,869 Income (loss) from operations (303,450) 257,684 4,378 (282,130) 80,060 (45,415) (57,514) (57,638) (13,823) Segment other income — 5,300 2,369 — — 1,409 — — 244 Segment interest expense (16,804) — (2,233) (29,990) — (956) (2,177) — (132) Income (loss) before income taxes (2) $ (320,254) $ 262,984 $ 4,514 $ (312,120) $ 80,060 $ (44,962) $ (59,691) $ (57,638) $ (13,711) (1) The following table presents depreciation and amortization expense and share-based compensation expense for each of our segments for the periods presented (in thousands): Year Ended Year Ended Year Ended Homes IMT Mortgages Homes IMT Mortgages Homes IMT Mortgages Depreciation and amortization expense $ 13,315 $ 89,862 $ 6,854 $ 8,414 $ 73,369 $ 5,684 $ 1,323 $ 91,232 $ 6,836 Share-based compensation expense $ 48,166 $ 134,691 $ 14,693 $ 32,390 $ 150,434 $ 16,078 $ 7,731 $ 131,404 $ 9,949 (2) The following table presents the reconciliation of total segment loss before income taxes to consolidated loss before income taxes for the periods presented (in thousands): Year Ended 2020 2019 2018 Total segment loss before income taxes $ (52,756) $ (277,022) $ (131,040) Corporate interest expense (136,190) (70,846) (38,946) Corporate other income 17,860 38,249 19,026 Gain on extinguishment of 2021 Notes 1,448 — — Consolidated loss before income taxes $ (169,638) $ (309,619) $ (150,960) Certain corporate items are not directly attributable to any of our segments, including the gain on the extinguishment of the 2021 Notes, interest income earned on our short-term investments included in other income and interest costs on our convertible senior notes included in interest expense. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Amendment of Credit Facility Agreement On January 6, 2021, certain wholly owned subsidiaries of Zillow Group amended the Credit Suisse AG, Cayman Islands Branch credit agreement previously maturing on July 31, 2021 such that it now matures on December 31, 2022. The credit facility will continue to be classified within current liabilities in our consolidated balance sheets. Amendment of Warehouse Line of Credit On February 4, 2021, Zillow Home Loans amended its Comerica Bank warehouse line of credit to increase the total maximum borrowing capacity to $100.0 million with a maturity date of June 26, 2021. The Comerica Bank warehouse line of credit will continue to be classified within current liabilities in our consolidated balance sheets. Acquisition of ShowingTime.com, Inc. On February 6, 2021, Zillow Group, Inc., Zillow, Inc., Sky Merger Sub, Inc., ShowingTime.com, Inc. and the seller representative entered into an Agreement and Plan of Merger (the “Agreement”), pursuant to which Zillow, Inc. will acquire ShowingTime.com, Inc. for $500.0 million in cash, subject to adjustments at closing of the acquisition. ShowingTime.com, Inc. is a real estate scheduling software provider headquartered in Chicago, Illinois. The Agreement contains customary representations, warranties and covenants of the parties as well as conditions to closing, including, among other things, expiration or termination of the waiting period under Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include Zillow Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. On an ongoing basis, we evaluate our estimates, including those related to the accounting for certain revenue offerings, the net realizable value of inventory, amortization period and recoverability of contract cost assets, website and software development costs, recoverability of long-lived assets and intangible assets, share-based compensation, income taxes, business combinations and the recoverability of goodwill, among others. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The COVID-19 pandemic has introduced significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact the estimates previously listed, among others. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents, investments, accounts receivable and mortgage loans held for sale. We place cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, in order to limit exposure of our investments. Credit risk with respect to accounts receivable is dispersed due to the large number of customers. There were no customers that comprised 10% or more of our total accounts receivable as of December 31, 2020 and 2019. Further, our credit risk on accounts receivable is mitigated by the relatively short payment terms that we offer. Collateral is not required for accounts receivable. We maintain an allowance for doubtful accounts such that receivables are stated at net realizable value. Similarly, our credit risk on mortgage loans held for sale is dispersed due to a large number of customers and is mitigated by the fact that we typically sell mortgages on the secondary market within a relatively short period of time after the loan is originated. |
Cash and Cash Equivalents/Restricted Cash | Cash and Cash Equivalents Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Our cash equivalents include only investments with original maturities of three months or less. We regularly maintain cash in excess of federally insured limits at financial institutions. |
Short-term Investments | Short-term InvestmentsOur investments consist of fixed income securities, which include United States government agency securities, corporate notes and bonds, commercial paper, treasury bills, municipal securities and certificates of deposit, and are classified as available-for-sale securities. The investments are available to support current operations and are classified as short-term investments measured at fair value. Our investment policy only allows for purchases of investment-grade securities and provides guidelines on concentrations to ensure minimum risk of loss. We evaluate whether unrealized losses on available-for-sale debt securities are the result of credit worthiness of the securities held or other non-credit related factors. If an unrealized loss is the result of credit quality factors, we recognize an allowance reflective of our current estimate of credit losses expected to be incurred over the life of the financial instrument on a specific identification basis upon initial recognition and at each reporting period. If a reduction in value is a result of other factors, we continue to classify the losses as a reduction of comprehensive income. |
Mortgage Loans Held for Sale | Mortgage Loans Held for Sale Mortgage loans held for sale include residential mortgages originated for sale in the secondary market in connection with Zillow Home Loans. We have elected the fair value option for all mortgage loans held for sale as election of this option allows for a better offset of the changes in fair values of the loans and the derivative instruments used to economically hedge them without having to apply complex hedge accounting provisions. Mortgage loans held for sale are initially recorded at fair value based on either sale commitments or current market quotes and are adjusted for subsequent changes in fair value until the loans are sold. Net origination costs and fees associated with mortgage loans are recognized as incurred. We sell substantially all of the mortgages we originate and the related servicing rights to third-party purchasers. Interest income is earned from the date a mortgage loan is originated until the loan is sold and is classified within other income in the consolidated statements of operations. |
Loan Commitments and Related Derivatives | Loan Commitments and Related Derivatives We are party to interest rate lock commitments (“IRLCs”), which are extended to borrowers who have applied for loan funding and meet defined credit and underwriting criteria in connection with our Zillow Home Loans mortgage origination business. IRLCs are accounted for as derivative instruments recorded at fair value with gains and losses recognized in revenue in the consolidated statements of operations. We manage our interest rate risk related to IRLCs and mortgage loans held for sale through the use of derivative instruments, generally forward contracts on mortgage-backed securities (“MBSs”), which are commitments to either purchase or sell a specified financial instrument at a specified future date for a specified price, and mandatory loan commitments, which are an obligation by an investor to buy loans at a specified price within a specified time period. We do not enter into or hold derivatives for trading or speculative purposes and our derivatives are not designated as hedging instruments. Changes in the fair value of our derivative financial instruments are recognized in revenue in our consolidated statements of operations, and the fair values are reflected in other assets or other liabilities, as applicable. Refer to Note 3 to our consolidated financial statements for additional information regarding IRLCs and related derivatives. There are no credit-risk-related contingent features within our derivative agreements, and counterparty risk is considered minimal. Gains and losses on IRLCs are substantially offset by corresponding gains or losses on forward contracts on MBSs and mandatory loan commitments. We are generally not exposed to variability in cash flows of derivative instruments for more than approximately 90 days. |
Inventory | Inventory Inventory is comprised of homes acquired through Zillow Offers and is stated at the lower of cost or net realizable value. Homes are removed from inventory on a specific identification basis when they are resold. Stated cost includes consideration paid to acquire and update each home including associated allocated overhead costs and holding costs incurred during the renovation period. Work-in-progress inventory includes homes undergoing updates and finished goods inventory includes homes ready for resale. Unallocated overhead costs are expensed as incurred and included in cost of revenue. For our Homes segment, selling costs, such as real estate agent commissions, escrow and title fees and staging costs, as well as holding costs incurred during the period that homes are listed for sale, including utilities, taxes and maintenance are expensed as incurred and classified within sales and marketing expenses in the consolidated statements of operations. Each quarter we review the value of homes held in inventory for indicators that net realizable value is lower than cost. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized in cost of revenue and the value of the corresponding asset is reduced. |
Contract Balances/Contract Cost Assets/Deferred Revenue/Revenue Recognition | Contract Balances Accounts receivable represent our unconditional right to consideration. Accounts receivable are generally due within 30 days and are recorded net of the allowance for doubtful accounts. We have an allowance for doubtful accounts for our accounts receivable balances, which represents our estimate of expected credit losses over the contractual life of the accounts receivable. Beginning January 1, 2020, when evaluating the adequacy of our allowance for doubtful accounts each reporting period, we analyze the accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivable balances, payment terms, geographic location, historical loss experience, current information and future expectations. Changes to the allowance for doubtful accounts are adjusted through credit loss expense, which is included in general and administrative expenses in the consolidated statements of operations. Contract assets represent amounts for which we have recognized revenue for contracts that have not yet been invoiced to our customers. Contract assets are primarily related to our Premier Agent Flex and rentals pay per lease offerings, whereby we estimate variable consideration based on the expected number of real estate transactions to be closed for Premier Agent Flex and qualified leases to be secured for rentals pay per lease and recognize revenue when we satisfy our performance obligations under the corresponding contracts. We do not believe that a significant reversal in the amount of cumulative revenue recognized will occur once the uncertainty related to the number of real estate transactions to be closed and qualified leases to be secured is resolved. Contract assets are recorded within prepaids and other current assets in our consolidated balance sheets. Contract liabilities consist of deferred revenue, which relates to payments received in advance of performance under a revenue contract. Deferred revenue is primarily related to prepaid advertising fees received or billed in advance of satisfying our performance obligations and prepaid but unrecognized subscription revenue. Deferred revenue is recognized when or as we satisfy our obligations under contracts with customers. Contract Cost Assets We capitalize certain incremental costs of obtaining contracts with customers which we expect to recover. These costs relate to commissions paid to sales personnel, primarily for our Premier Agent and Premier Broker programs. As a practical expedient, we recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. Capitalized commission costs are recorded as contract cost assets in our consolidated balance sheets. Contract cost assets are amortized to expense on a straight-line basis over a period that is consistent with the transfer to the customer of the products or services to which the asset relates, generally the estimated life of the customer relationship. Amortization expense related to contract cost assets is included in sales and marketing expenses in our consolidated statements of operations. In determining the estimated life of our customer relationships, we consider quantitative and qualitative data, including, but not limited to, historical customer data, recent changes or expected changes in product or service offerings and changes in how we monetize our products and services. The amortization period for capitalized contract costs related to our Premier Agent and Premier Broker programs ranges from two We monitor our contract cost assets for impairment and recognize an impairment loss in the consolidated statements of operations to the extent the carrying amount of the asset recognized exceeds the amount of consideration that we expect to receive in the future and that we have received but have not recognized in revenue less the costs that relate directly to providing those goods or services that have not yet been recognized as expenses. Write-offs of contract cost assets were not material for the years ended December 31, 2020 and 2019. Refer to Note 7 of our consolidated financial statements for more information regarding contract cost assets. Revenue Recognition We recognize revenue when or as we satisfy our performance obligations by transferring control of the promised products or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products or services. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component as the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service is one year or less. We do not disclose the transaction price related to remaining performance obligations for (i) contracts with an original expected duration of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for performance completed to date. The remaining duration over which we satisfy our performance obligations is generally less than one year. In our Homes segment, we generate revenue from the resale of homes and through our title and escrow services. Our two revenue categories within our Homes segment are Zillow Offers and Other. In our IMT segment, we generate revenue from the sale of advertising services and our suite of marketing software and technology solutions to residential real estate businesses, professionals and consumers. These professionals include real estate, rental and new construction brand advertisers and other real estate professionals. The two revenue categories within our IMT segment are Premier Agent and Other. In our Mortgages segment, we generate revenue from mortgage originations and the related sale of mortgages on the secondary market through Zillow Home Loans, the sale of advertising services to mortgage lenders and other mortgage professionals as well as Mortech mortgage software solutions. Homes Segment Zillow Offers Revenue. Zillow Offers revenue is derived from the resale of homes. We recognize revenue at the time of the closing of the home sale when title to and possession of the property are transferred to the buyer. The amount of revenue recognized for each home sale is equal to the full sales price of the home net of resale concessions and credits to the buyer and does not reflect real estate agent commissions, closing or other costs associated with the transaction. Other Revenue. Other Homes revenue is primarily generated through Zillow Closing Services, which offers title and escrow services to home buyers and sellers, including title search procedures for title insurance policies, escrow and other closing services. Title insurance, which is recorded net of amounts remitted to third-party underwriters, and title and escrow closing fees, are recognized as revenue upon closing of the underlying real estate transaction. IMT Segment Premier Agent Revenue. Premier Agent revenue is derived from our Premier Agent and Premier Broker programs. Our Premier Agent and Premier Broker programs offer a suite of marketing and business technology products and services to help real estate agents and brokers achieve their advertising goals while growing and managing their businesses and brands. All Premier Agents and Premier Brokers receive access to a dashboard portal on our mobile application and website that provides individualized program performance analytics, our customer relationship management, or CRM, tool that captures detailed information about each contact made with a Premier Agent or Premier Broker through our mobile and web platforms and our account management tools. The marketing and business technology products and services promised to Premier Agents and Premier Brokers are delivered over time, as the customer simultaneously receives and consumes the benefit of the performance obligations. Premier Agent and Premier Broker advertising products, which include the delivery of impressions and validated consumer connections, or leads, are primarily offered on a share of voice basis. Payment is received prior to the delivery of impressions and connections. Impressions are delivered when an advertisement appears on pages viewed by users of our mobile applications and websites and connections are delivered when consumer contact information is provided to Premier Agents and Premier Brokers. We do not promise any minimum or maximum number of impressions or connections to customers, but instead control when and how many impressions and connections to deliver based on a customer’s share of voice. We determine the number of impressions and connections to deliver to Premier Agents and Premier Brokers in each zip code using a market-based pricing method in consideration of the total amount spent by Premier Agents and Premier Brokers to purchase impressions and connections in the zip code during the month. This results in the delivery of impressions and connections over time in proportion to each Premier Agent’s and Premier Broker’s share of voice. A Premier Agent’s or Premier Broker’s share of voice in a zip code is determined by their proportional monthly prepaid spend in that zip code as a percentage of the total monthly prepaid spend of all Premier Agents and Premier Brokers in that zip code, and includes both the share of impressions delivered as advertisements appearing on pages viewed by users of our mobile applications and websites, as well as the proportion of consumer connections a Premier Agent or Premier Broker receives. The number of impressions and connections delivered for a given spend level is dynamic - as demand for advertising in a zip code increases or decreases, the number of impressions and connections delivered to a Premier Agent or Premier Broker in that zip code decreases or increases accordingly. We primarily recognize revenue related to the Premier Agent and Premier Broker products and services based on the monthly prepaid spend recognized on a straight-line basis during the monthly billing period over which the products and services are provided. This methodology best depicts how we satisfy our performance obligations to customers, as we continuously transfer control of the performance obligations to the customer over time. Given a Premier Agent or Premier Broker typically prepays their monthly spend and the monthly spend is refunded on a pro-rata basis upon cancellation of the contract by a customer, we have determined that Premier Agent and Premier Broker contracts are effectively daily contracts, and each performance obligation is satisfied over time as each day lapses. We have not allocated the transaction price to each performance obligation within our Premier Agent and Premier Broker arrangements, as the amounts recognized would be the same irrespective of any allocation. In October 2018, we began testing a new pricing model, Flex, for Premier Agent and Premier Broker advertising services in limited markets. We now offer this pricing model to select partners and provide it alongside our legacy market-based pricing model. With the Flex model, Premier Agents and Premier Brokers are provided with validated leads at no upfront cost and pay a performance advertising fee only when a real estate transaction is closed with one of the leads. With this pricing model, the transaction price represents variable consideration, as the amount to which we expect to be entitled varies based on the number of validated leads that convert into real estate transactions and the value of those transactions. Beginning in the third quarter of 2020, we believe we have sufficient historical data available and therefore estimate variable consideration and record revenue as performance obligations, or validated leads, are transferred. We do not believe that a significant reversal in the amount of cumulative revenue recognized will occur once the uncertainty related to the number of transactions closed is subsequently resolved. We record a corresponding contract asset for the estimate of variable consideration for Flex when the right to the consideration is conditional. When the right to consideration becomes unconditional, we reclassify amounts to accounts receivable. Contract assets are included within prepaid expenses and other current assets within our consolidated balance sheets. Refer to Note 6 of our financial statements for further details regarding our contract assets. Prior to the third quarter of 2020, we recognized revenue for validated leads when we received payment for a real estate transaction closed with a Flex lead. Other Revenue. Other IMT revenue primarily includes revenue generated by rentals, new construction and display, as well as revenue from the sale of various other marketing and business products and services to real estate professionals. Rentals revenue includes the sale of advertising and a suite of tools to rental professionals, landlords and other market participants. Rentals revenue primarily includes revenue generated by advertising sold to property managers, landlords and other rental professionals on a cost per lead, cost per click, cost per lease, cost per listing or cost per impression basis. We recognize revenue as leads, clicks and impressions are provided to rental professionals, or as rental listings are published on our mobile applications and websites, which is the amount for which we have the right to invoice. The number of leases generated through our rentals pay per lease product during the period is accounted for as variable consideration, and we estimate the amount of variable consideration based on the expected number of qualified leases secured during the period. We do not believe that a significant reversal in the amount of cumulative revenue recognized will occur once the uncertainty related to the number of leases secured is subsequently resolved. Rentals revenue also includes revenue generated from our rental applications product through which potential renters can submit applications to multiple rental properties over a 30-day period for a flat service fee. We recognize revenue for the rental applications product on a straight-line basis during the contractual period over which the customer has the right to access and submit the rental application. Our new construction marketing solutions allow home builders to showcase their available inventory to home shoppers. New construction revenue primarily includes revenue generated by advertising sold to builders on a cost per residential community basis whereby we recognize revenue on a straight-line basis during the contractual period over which the communities are advertised on our mobile applications and websites. New construction revenue also includes revenue generated on a cost per impression basis whereby we recognize revenue as impressions are delivered to users interacting with our mobile applications and websites, which is the amount for which we have the right to invoice. Consideration for new construction products is billed in arrears. Display revenue primarily consists of graphical mobile and web advertising sold on a cost per thousand impressions or cost per click basis to advertisers promoting their brands on our mobile applications and websites. We recognize display revenue as clicks occur or as impressions are delivered to users interacting with our mobile applications or websites, which is the amount for which we have the right to invoice. Mortgages Segment Mortgages Revenue. Mortgages revenue includes revenue generated by Zillow Home Loans, our affiliated mortgage lender, marketing products sold to mortgage professionals on a cost per lead basis, including our Custom Quote and Connect services, and revenue generated by Mortech. Mortgage origination revenue recorded within our Mortgages segment reflects origination fees on purchase or refinanced mortgages and the corresponding sale, or expected future sale, of a loan. When an interest rate lock commitment is made to a customer, we record the expected gain on sale of the mortgage, plus the estimated earnings from the expected sale of the associated servicing rights, adjusted for a pull-through percentage (which is defined as the likelihood that an interest rate lock commitment will be originated), as revenue. Revenue from loan origination fees is recognized at the time the related purchase or refinance transactions are completed, usually upon the close of escrow and when we fund the purchase or refinance mortgage loans. Once funded, mortgage loans held for sale are recorded at fair value based on either sale commitments or current market quotes and are adjusted for subsequent changes in fair value until the loan is sold. Origination costs associated with originating mortgage loans are recognized as incurred. We sell substantially all of the mortgages we originate and the related servicing rights to third-party purchasers. Mortgage loans are sold with limited recourse provisions, which can result in repurchases of loans previously sold to investors or payments to reimburse investors for loan losses. Based on historical experience, discussions with our mortgage purchasers, analysis of the volume of mortgages we originated and current housing and credit market conditions, we estimate and record a loss reserve for mortgage loans held in our portfolio and mortgage loans held for sale, as well as known and projected mortgage loan repurchase requests. These have historically not been significant to our financial statements. Zillow Group operates Custom Quote and Connect through its wholly owned subsidiary, Zillow Group Marketplace, Inc., a licensed mortgage broker. For our Connect and Custom Quote cost per lead marketing products, participating qualified mortgage professionals typically make a prepayment to gain access to consumers interested in connecting with mortgage professionals. Mortgage professionals who exhaust their initial prepayment prepay additional funds to continue to participate in the marketplace. In Zillow Group’s Connect platform, consumers answer a series of questions to find a local lender, and mortgage professionals receive consumer contact information, or leads, when the consumer chooses to share their information with a lender. Consumers who request rates for mortgage loans in Custom Quotes are presented with customized quotes from participating mortgage professionals. For our cost per lead mortgages products, we recognize revenue when a user contacts a mortgage professional through our mortgages platform, which is the amount for which we have the right to invoice. Mortgages revenue also includes revenue generated by Mortech, which provides subscription-based mortgage software solutions, including a product and pricing engine and lead management platform, for which we recognize revenue on a straight-line basis during the contractual period over which the services are provided. There were no customers that generated 10% or more of our total revenue in the years ended December 31, 2020, 2019 or 2018. Cost of Revenue. Our cost of revenue consists of expenses related to operating our mobile applications and websites, including associated headcount expenses, such as salaries, benefits, bonuses and share-based compensation expense, as well as revenue-sharing costs related to our commercial business relationships, depreciation expense and costs associated with hosting our mobile applications and websites. For our Homes segment, our cost of revenue also consists of the consideration paid to acquire and make certain repairs and updates to each home, including associated overhead costs, as well as inventory valuation adjustments. For our IMT and Mortgages segments, cost of revenue also includes credit card fees and ad serving costs paid to third parties. For our Mortgages segment, our cost of revenue also consists of direct costs to originate loans, including underwriting and processing costs. Sales and Marketing. Sales and marketing expenses consist of advertising costs and other sales expenses related to promotional and marketing activities, headcount expenses, including salaries, commissions, benefits, bonuses and share-based compensation expense for sales, sales support, customer support, including the customer connections team, marketing and public relations employees and depreciation expense. For our Homes segment, sales and marketing expenses also consist of selling costs, such as real estate agent commissions, escrow and title fees, and staging costs, as well as holding costs incurred during the period that homes are listed for sale, including utilities, taxes and maintenance. Sales and marketing expenses for the Homes segment include $11.3 million and $22.6 million in holding costs for the years ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, Homes segment sales and marketing expenses also include certain expenses attributable to our efforts to pause home buying in response to the COVID-19 pandemic. For our Mortgages segment, sales and marketing expenses include headcount expenses for loan officers and specialists supporting Zillow Home Loans. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Computer equipment 2 to 3 years Office equipment, furniture and fixtures 5 to 7 years Leasehold improvements Shorter of expected useful life or lease term Maintenance and repair costs are charged to expense as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. Upon disposal of a fixed asset, we record a gain or loss based on the difference between the proceeds received and the net book value of the disposed asset. In the fourth quarter of 2020, we began removing fully depreciated property and equipment from the cost and accumulated depreciation amounts disclosed. |
Website and Software Development Costs | Website and Software Development Costs The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized in property and equipment and amortized on a straight-line basis over their estimated useful lives. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Amortization expense related to capitalized website and software development costs is included in technology and development expense. Capitalized development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at one |
Leases | Leases Our lease portfolio is primarily composed of operating leases for our office space. We determine whether a contract is or contains a lease at inception of the contract. Our operating leases are included in right of use assets and lease liabilities on our consolidated balance sheets. We do not have any material financing leases. We have lease agreements that include both lease components (e.g., fixed rent) and non-lease components (e.g., common area maintenance). For such leases, we account for the lease and non-lease components as a single component. For leases with an initial term of 12 months or less, we recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Right of use assets represent our right to use an underlying asset during the lease term and lease liabilities represent our obligation to make lease payments. Right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of the total lease payments not yet paid, including lease incentives not yet received, with the right of use assets further adjusted for any prepaid or accrued lease payments, lease incentives received and/or initial direct costs incurred. Certain lease arrangements also include variable payments for costs such as common-area maintenance, utilities, taxes or other operating costs, which are based on a percentage of actual expenses incurred or a fluctuating rate which is unknown at the inception of the contract. These variable lease payments are excluded from the measurement of the right of use assets and lease liabilities. Our leases have remaining lease terms ranging from less than one year to ten years, some of which include options to extend the lease term for up to an additional ten years. For example, our largest leases, which include our corporate headquarters in Seattle, Washington and office space in New York, New York and San Francisco, California, include options to renew the existing leases for either one or two periods of five years. When determining if a renewal option is reasonably certain of being exercised at lease commencement, we consider several factors, including but not limited to, contract-based, asset-based and entity-based factors. We reassess the term of existing leases if there is a significant event or change in circumstances within our control that affects whether we are reasonably certain to exercise an option to extend a lease. Examples of such events or changes include construction of significant leasehold improvements or other modifications or customizations to the underlying asset, relevant business decisions or subleases. In most cases, we have concluded that renewal options are not reasonably certain of being exercised, therefore, the renewals are not included in the right of use asset and lease liability. During the year ended December 31, 2019, it became reasonably certain that in a future period we would exercise the first of two five year renewal options related to the office space lease for our corporate headquarters in Seattle, Washington, due to the construction of significant leasehold improvements. Therefore, the payments associated with the renewal are included in the measurement of the lease liability and right of use asset. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. We apply a portfolio approach for determining the incremental borrowing rate based on the applicable lease terms and the current economic environment, and we utilize the assistance of third-party specialists to assist us in determining our yield curve. We recognize lease expense for operating leases on a straight-line basis over the lease term. Variable lease payments are generally recognized when incurred. These expenses are included in general and administrative expenses in the consolidated statements of operations. From time to time, we may enter into sublease agreements with third parties. Our subleases generally do not relieve us of our primary obligations under the corresponding head lease. As a result, we account for the head lease based on the original assessment at lease inception. We determine if the sublease arrangement is either a sales-type, direct financing, or operating lease at inception of the sublease. If the total remaining lease cost on the head lease for the term of the sublease is greater than the anticipated sublease income, the right of use asset is assessed for impairment. Our subleases are generally operating leases and we recognize sublease income on a straight-line basis over the sublease term. |
Recoverability of Goodwill and Indefinite-Lived Intangible Assets | Recoverability of Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the cost of an acquired business over the fair value of the assets acquired at the date of acquisition, and is not amortized. We assess the impairment of goodwill on an annual basis, in our fourth quarter, or whenever events or changes in circumstances indicate that goodwill may be impaired. In our evaluation of goodwill, we typically first perform a qualitative assessment to determine whether the carrying value of each reporting unit is greater than its fair value. If it is more likely than not that the carrying value of a reporting unit is greater than its fair value, we perform a quantitative assessment and an impairment charge is recorded in our statements of operations for the excess of carrying value of the reporting unit over its fair value. During the years ended December 31, 2020, 2019 and 2018, we did not record any impairments related to goodwill. Refer to Note 10 for additional information related to goodwill. |
Intangible Assets/Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets | Intangible Assets We purchase and license data content from multiple data providers. This data content consists of United States county data about home details (e.g., the number of bedrooms, bathrooms, square footage) and other information relating to the purchase price of homes, both current and historical, as well as imagery, mapping and parcel data that is displayed on our mobile applications and websites. Our home details data not only provides information about a home and its related transactions which is displayed on our mobile applications and websites, but is also used in our proprietary valuation algorithms to produce Zestimates, Rent Zestimates and Zillow Home Value Indexes. 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 recover through generation of 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 the total contract value is typically amortized on a straight-line basis over the term of the contract, which is equivalent to the estimated useful life of the asset. 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 is approximately five years. The determination of the useful life includes consideration of a variety of factors including, but not limited to, our assessment of the expected use of the asset and contractual provisions that may limit the useful life, as well as an assessment of when the data is expected to become obsolete based on our estimates of the diminishing value of the data over time. We evaluate the useful life of the capitalized purchased data content each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. If we determine the estimate of the asset’s useful life requires modification, the carrying amount of the asset is amortized prospectively over the revised useful life. 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 mobile applications and websites. 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 also capitalize costs related to the license of certain internal-use software from third parties, including certain licenses of software in cloud computing arrangements. Additionally, we capitalize costs incurred during the application development stage related to the development of internal-use software and enterprise cloud computing services. We expense costs as incurred related to the planning and post-implementation phases of development. Capitalized internal-use software costs are amortized on a straight-line basis over the estimated useful life of the asset, which is currently one Intangibles-in-progress consist of purchased content and software that are capitalizable but have not been placed in service. We also have intangible assets for developed technology, customer relationships, trade names and trademarks and lender licenses which we recorded in connection with acquisitions. Purchased intangible assets with a determinable economic life are carried at cost, less accumulated amortization. These intangible assets are amortized over the estimated useful life of the asset on a straight-line basis. Beginning in the fourth quarter of 2020, for each of the intangible assets described above we have removed fully amortized assets from the cost and accumulated amortization amounts disclosed. Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets We evaluate intangible assets and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset group to future undiscounted net cash flows expected to be generated. We group assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. If this comparison indicates impairment, the amount of impairment to be recognized is calculated as the difference between the carrying value and the fair value of the asset group. |
Business Combinations | Business Combinations We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions for the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that we identify adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. We recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. |
Technology and Development | Technology and Development. Technology and development expenses consist of headcount expenses, including salaries, benefits, bonuses and share-based compensation expense for individuals engaged in the design, development and testing of our products, mobile applications and websites and the tools and applications that support our products. Technology and development expenses also include amortization costs related to capitalized website and development activities, amortization of software, amortization of certain intangibles and other data agreement costs related to the purchase of data used to populate our mobile applications and websites, amortization of intangible assets recorded in connection with acquisitions, including trade names and trademarks, developed technology and customer relationships, amongst others, equipment and maintenance costs and depreciation expense. |
Share-Based Compensation | Share-Based Compensation. We measure compensation expense for all share-based awards at fair value on the date of grant and recognize compensation expense over the service period on a straight-line basis for awards expected to vest. We use the Black-Scholes-Merton option-pricing model to determine the fair value for option awards. In valuing our option awards, we make assumptions about risk-free interest rates, dividend yields, volatility and weighted-average expected lives. We account for forfeitures as they occur. Risk-free interest rates are derived from United States Treasury securities as of the option award grant date. Expected dividend yield is based on our historical cash dividend payments, which have been zero to date. The expected volatility for our Class A common stock and Class C capital stock is estimated using our historical volatility. The weighted-average expected life of the option awards is estimated based on our historical exercise data. For issuances of restricted stock units and restricted units, we determine the fair value of the award based on the market value of our Class A common stock or Class C capital stock, as applicable, at the date of grant. |
Income Taxes | Income Taxes We use the asset and liability approach for accounting and reporting income taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable enacted tax rates. A valuation allowance against deferred tax assets would be established if, 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 are not expected to be realized. We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation or the change of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. Interest and penalties related to unrecognized tax benefits are recorded as income tax expense. |
Recently Adopted Accounting Standards/Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued guidance related to a customer’s accounting for implementation costs incurred in hosting arrangements. The guidance conforms the requirements for capitalizing implementation costs incurred in cloud computing arrangements that are service contracts with the accounting guidance that provides for the capitalization of costs incurred to develop or obtain internal-use software. Under the guidance, implementation costs that are capitalized should be characterized in financial statements in the same manner as other service costs and assets related to service costs and amortized over the term of the hosting arrangement. This guidance is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. Entities are permitted to apply either a retrospective or prospective transition approach to adopt this guidance. We adopted this guidance on January 1, 2020 using the prospective transition approach under which we apply the guidance to all eligible costs incurred subsequent to adoption. Under the guidance, we capitalize eligible implementation costs associated with cloud computing arrangements that are service contracts within prepaid expenses and other current assets or other long-term assets in our consolidated balance sheets, depending on the length of the underlying cloud computing contract. We amortize these costs on a straight-line basis over the term of the hosting arrangement. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows. In August 2018, the FASB issued guidance related to disclosure requirements for fair value measurements. This guidance removes, modifies and adds disclosures related to certain assets and liabilities measured at fair value. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim and annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. This guidance is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. We adopted this guidance on January 1, 2020. We have not historically recorded material amounts of Level 3 assets and liabilities or material transfers of assets or liabilities between levels within the fair value hierarchy and therefore, the adoption of this guidance did not have a material impact on our disclosures. Refer to Note 3 of our financial statements for further information regarding the assets and liabilities we measure at fair value. In June 2016, and subsequently amended in April 2019, May 2019 and November 2019, the FASB issued guidance on the measurement of credit losses on financial assets. This guidance requires an entity to measure and recognize expected credit losses for certain financial instruments and financial assets, including trade receivables. This guidance requires an entity to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument on initial recognition and at each reporting period, whereas current guidance employs an incurred loss methodology. This guidance is effective for interim and annual 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 adopted. We adopted this guidance on January 1, 2020 with no material impact to our financial position, results of operation or cash flows. Recently Issued Accounting Standards Not Yet Adopted In August 2020, the FASB issued guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective or modified retrospective basis. We expect to adopt this guidance on January 1, 2022. Although we continue to evaluate the method of adoption and impact of this guidance on our financial position, results of operations and cash flows, upon adoption we expect this guidance to result in a reclassification of conversion feature balances from additional paid-in capital to debt and to decrease reported interest expense for our convertible senior notes. |
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 — The fair value measurement of money market funds is based on quoted market prices in active markets. The fair value measurement of corporate notes and bonds, commercial paper, United States government agency securities, municipal securities, treasury bills and certificates of deposit is based on observable market-based inputs or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Short-term investments — The fair value measurement of our short-term investments is based on observable market-based inputs or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Restricted cash — The carrying value of restricted cash approximates fair value due to the short period of time amounts borrowed on the credit facilities are outstanding and amounts are held in escrow. Mortgage loans held for sale — The fair value of mortgage loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Interest rate lock commitments — The fair value of IRLCs is calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Expired commitments are excluded from the fair value measurement. We generally only issue IRLCs for products that meet specific purchaser guidelines. Since not all IRLCs will become closed loans, we adjust our fair value measurements for the estimated amount of IRLCs that will not close. This adjustment is effected through the pull-through rate, which represents the probability that an interest rate lock commitment will ultimately result in a closed loan. For IRLCs that are cancelled or expire, any recorded gain or loss is reversed at the end of the commitment period. The pull-through rate is based on estimated changes in market conditions, loan stage and historical borrower behavior. Pull-through rates are directly related to the fair value of IRLCs as an increase in the pull-through rate, in isolation, would result in an increase in the fair value measurement. Conversely, a decrease in the pull-through rate, in isolation, would result in a decrease in the fair value measurement. Changes in the fair value of IRLCs are included within Mortgages revenue in our consolidated statements of operations. The following table presents the range and weighted average pull-through rates used in determining the fair value of IRLCs as of the dates presented: December 31, 2020 December 31, 2019 Range 47% - 100% 56% - 100% Weighted average 75% 78% Forward contracts — The fair value of mandatory loan sales commitments and derivative instruments such as forward sales of MBSs that are utilized as economic hedging instruments are calculated by reference to quoted prices for similar assets. |
Segment Reporting | We have three operating and reportable segments, which have been identified based on the way in which our chief operating decision-maker manages our business, makes operating decisions and evaluates operating performance. The chief executive officer acts as the chief operating decision-maker and reviews financial and operational information for the Homes, IMT and Mortgages segments. The Homes segment includes the financial results from Zillow Group’s purchase and sale of homes directly through Zillow Offers and the financial results from title and escrow services through Zillow Closing Services. The IMT segment includes the financial results for the Premier Agent, rentals and new construction marketplaces, dotloop and display, as well as revenue from the sale of various other marketing and business products and services to real estate professionals. The Mortgages segment includes financial results for mortgage originations and the sale of mortgages on the secondary market through Zillow Home Loans, advertising sold to mortgage lenders and other mortgage professionals as well as Mortech mortgage software solutions. Revenue and costs are directly attributed to our segments when possible. However, due to the integrated structure of our business, certain costs incurred by one segment may benefit the other segments. These costs primarily include headcount-related expenses, general and administrative expenses including executive, finance, accounting, legal, human resources, recruiting and facilities costs, product development and data acquisition costs and marketing and advertising costs. These costs are allocated to each segment based on the estimated benefit each segment receives from such expenditures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Useful Lives | Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Computer equipment 2 to 3 years Office equipment, furniture and fixtures 5 to 7 years Leasehold improvements Shorter of expected useful life or lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The following table presents the range and weighted average pull-through rates used in determining the fair value of IRLCs as of the dates presented: December 31, 2020 December 31, 2019 Range 47% - 100% 56% - 100% Weighted average 75% 78% |
Summary of Balances of Cash Equivalents and Investments | The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in thousands): December 31, 2020 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 1,486,384 $ 1,486,384 $ — $ — Municipal securities 3,228 — 3,228 — Short-term investments: Treasury bills 1,163,813 — 1,163,813 — United States government agency securities 1,037,577 — 1,037,577 — Municipal securities 16,220 — 16,220 — Certificates of deposit 498 — 498 — Mortgage origination-related: Mortgage loans held for sale 330,758 — 330,758 — IRLCs 12,342 — — 12,342 Forward contracts - other current liabilities (2,608) — (2,608) — Total $ 4,048,212 $ 1,486,384 $ 2,549,486 $ 12,342 December 31, 2019 Total Level 1 Level 2 Cash equivalents: Money market funds $ 872,431 $ 872,431 $ — United States government agency securities 35,009 — 35,009 Commercial paper 31,113 — 31,113 Treasury bills 6,441 — 6,441 Corporate notes and bonds 1,065 — 1,065 Certificates of deposit 249 — 249 Short-term investments: United States government agency securities 862,154 — 862,154 Corporate notes and bonds 159,431 — 159,431 Commercial paper 150,267 — 150,267 Treasury bills 80,003 — 80,003 Municipal securities 27,889 — 27,889 Certificates of deposit 1,245 — 1,245 Mortgage origination-related: Mortgage loans held for sale 36,507 — 36,507 IRLCs 937 — 937 Forward contracts - other current assets 7 — 7 Forward contracts - other current liabilities (60) — (60) Total $ 2,264,688 $ 872,431 $ 1,392,257 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the changes in our IRLCs during the year ended December 31, 2020 (in thousands): Year Ended Balance, beginning of the period $ 937 Issuances 63,662 Transfers (60,648) Fair value changes recognized in earnings 8,391 Balance, end of period $ 12,342 (1) The beginning balance represents transfers of IRLCs from Level 2 to Level 3 within the fair value hierarchy as of January 1, 2020. |
Cash and Cash Equivalents, Sh_2
Cash and Cash Equivalents, Short-term Investments and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Amortized Cost, Gross Unrealized Gains and Losses, and Estimated Fair Market Value of Cash and Cash Equivalents and Available-for-Sale Investments | The following tables present the amortized cost, gross unrealized gains and losses and estimated fair market value of our cash and cash equivalents, short-term investments and restricted cash as of the dates presented (in thousands): December 31, 2020 Amortized Gross Gross Estimated Cash $ 213,518 $ — $ — $ 213,518 Cash equivalents: Money market funds 1,486,384 — — 1,486,384 Municipal securities 3,229 — (1) 3,228 Short-term investments: Treasury bills 1,163,748 65 — 1,163,813 United States government agency securities 1,037,572 57 (52) 1,037,577 Municipal securities 16,226 — (6) 16,220 Certificates of deposit 498 — — 498 Restricted cash 75,805 — — 75,805 Total $ 3,996,980 $ 122 $ (59) $ 3,997,043 December 31, 2019 Amortized Gross Gross Estimated Cash $ 194,955 $ — $ — $ 194,955 Cash equivalents: Money market funds 872,431 — — 872,431 United States government agency securities 35,011 — (2) 35,009 Commercial paper 31,113 — — 31,113 Treasury bills 6,441 — — 6,441 Corporate notes and bonds 1,065 — — 1,065 Certificates of deposit 249 — — 249 Short-term investments: United States government agency securities 861,862 365 (73) 862,154 Corporate notes and bonds 159,382 91 (42) 159,431 Commercial paper 150,267 — — 150,267 Treasury bills 79,989 14 — 80,003 Municipal securities 27,836 56 (3) 27,889 Certificates of deposit 1,245 — — 1,245 Restricted cash 89,646 — — 89,646 Total $ 2,511,492 $ 526 $ (120) $ 2,511,898 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Components of Net Inventory | The following table presents the components of inventory, net of applicable lower of cost or net realizable value adjustments, as of the dates presented (in thousands): December 31, 2020 2019 Finished goods $ 339,372 $ 684,456 Work-in-process 151,921 152,171 Inventory $ 491,293 $ 836,627 |
Contract Balances (Tables)
Contract Balances (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Allowance for Doubtful Accounts | The following table presents the changes in the allowance for doubtful accounts for the periods presented (in thousands): Year Ended 2020 2019 2018 Allowance for doubtful accounts: Balance, beginning of period $ 4,522 $ 4,838 $ 5,341 Additions charged to expense 2,650 2,772 869 Less: write-offs, net of recoveries and other adjustments (3,745) (3,088) (1,372) Balance, end of period $ 3,427 $ 4,522 $ 4,838 For the years ended December 31, 2020 and 2019, we recognized revenue of $37.1 million and $32.7 million, respectively, that was included in the deferred revenue balance at the beginning of the related period. |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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): December 31, 2020 2019 Leasehold improvements $ 110,280 $ 81,981 Website development costs 95,466 149,648 Construction-in-progress 44,151 45,337 Office equipment, furniture and fixtures 39,607 36,582 Computer equipment 20,433 31,942 Property and equipment 309,937 345,490 Less: accumulated amortization and depreciation (113,785) (175,001) Property and equipment, net $ 196,152 $ 170,489 |
Acquisitions and Equity Inves_2
Acquisitions and Equity Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
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 $ 10,796 Restricted cash 753 Mortgage loans available for sale 34,248 Property, plant and equipment 1,315 Intangible assets 2,600 Goodwill 53,831 Other acquired assets 3,079 Accounts payable (1,953) Accrued expenses (2,591) Warehouse lines of credit (32,536) Other assumed liabilities (2,855) Total purchase price $ 66,687 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Allocated to Reportable Segments | The following table presents goodwill by reportable segment as of December 31, 2020 and 2019 (in thousands): Homes $ — IMT 1,786,416 Mortgages 198,491 Total $ 1,984,907 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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): December 31, 2020 Cost Accumulated Net Trade names and trademarks $ 36,500 $ (3,822) $ 32,678 Software 28,515 (11,483) 17,032 Developed technology 86,064 (70,270) 15,794 Customer relationships 87,600 (73,301) 14,299 Intangibles-in-progress 11,863 — 11,863 Purchased content 47,930 (44,829) 3,101 Total $ 298,472 $ (203,705) $ 94,767 December 31, 2019 Cost Accumulated Net Customer relationships $ 102,600 $ (73,770) $ 28,830 Developed technology 107,200 (81,383) 25,817 Software 35,527 (20,843) 14,684 Purchased content 47,298 (40,636) 6,662 Intangibles-in-progress 6,391 — 6,391 Lender licenses 400 (217) 183 Total $ 299,416 $ (216,849) $ 82,567 |
Estimated Future Amortization Expense for Intangible Assets | Estimated future amortization expense for intangible assets, including amortization related to future commitments (see Note 19), as of December 31, 2020 is as follows (in thousands): 2021 $ 45,924 2022 15,140 2023 6,359 2024 4,235 2025 4,080 Thereafter 15,014 Total future amortization expense $ 90,752 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Summary of accrued expenses and other current liabilities | The following table presents the detail of accrued expenses and other current liabilities as of the dates presented (in thousands): December 31, 2020 2019 Accrued marketing and advertising $ 16,239 $ 18,343 Accrued escrow payable 9,788 326 Accrued estimated legal liabilities and legal fees 6,316 3,882 Taxes payable 6,131 6,287 Merger consideration payable to former stockholders of certain acquired entities 6,117 6,117 Accrued interest expense 5,916 4,501 Other accrued expenses and other current liabilities 43,980 45,986 Total accrued expenses and other current liabilities $ 94,487 $ 85,442 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Components of Lease Expense | The components of our operating lease expense were as follows for the periods presented (in thousands): Year Ended 2020 2019 Operating lease cost $ 40,292 $ 35,837 Variable lease cost 10,323 11,231 Total lease cost $ 50,615 $ 47,068 Other information related to operating leases was as follows for the periods presented (in thousands, except for years and percentages): Year Ended 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities, net of lease incentives of $18,626 and $0 for the years ended December 31, 2020 and 2019, respectively $ 17,676 $ 31,816 Right of use assets obtained in exchange for new operating lease obligations $ 145 $ 128,354 Weighted average remaining lease term for operating leases 8.00 years 8.50 years Weighted average discount rate for operating leases 6.5 % 6.5 % |
Schedule of Maturities for Operating Lease Liabilities | The following table presents the scheduled maturities of our operating lease liabilities by fiscal year as of December 31, 2020 (in thousands): 2021 $ 43,277 2022 40,842 2023 41,043 2024 36,092 2025 28,908 Thereafter 114,529 Total lease payments 304,691 Less: Imputed interest (68,658) Present value of lease liabilities $ 236,033 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Debt | The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in thousands): December 31, 2020 2019 Homes Segment Credit facilities: Goldman Sachs Bank USA $ 145,825 $ 39,244 Citibank, N.A. 87,103 296,369 Credit Suisse AG, Cayman Islands 128,238 355,911 Total Homes Segment debt 361,166 691,524 Mortgages Segment Repurchase agreements: Credit Suisse AG, Cayman Islands 149,913 — Citibank, N.A. 90,227 394 Warehouse line of credit: Comerica Bank 68,903 30,033 Total Mortgages Segment debt 309,043 30,427 Convertible Senior Notes 1.375% convertible senior notes due 2026 347,566 327,187 2.75% convertible senior notes due 2025 414,888 — 0.75% convertible senior notes due 2024 524,273 490,538 1.50% convertible senior notes due 2023 326,796 310,175 2.00% convertible senior notes due 2021 — 415,502 2.75% convertible senior notes due 2020 — 9,637 Total convertible senior notes 1,613,523 1,553,039 Total debt $ 2,283,732 $ 2,274,990 |
Schedule of Revolving Credit Facilities and Lines of Credit | The following table summarizes certain details related to our credit facilities (in thousands, except interest rates): Lender Final Maturity Date Maximum Borrowing Capacity Weighted Average Interest Rate Goldman Sachs Bank USA April 20, 2022 $ 500,000 3.15 % Citibank, N.A. November 30, 2021 500,000 3.59 % Credit Suisse AG, Cayman Islands July 31, 2021 500,000 3.97 % Total $ 1,500,000 Lender Maturity Date Maximum Borrowing Capacity Weighted Average Interest Rate Credit Suisse AG, Cayman Islands November 10, 2021 $ 200,000 2.50 % Citibank, N.A. October 26, 2021 100,000 1.90 % Comerica Bank June 26, 2021 75,000 3.01 % Total $ 375,000 |
Schedule of Components of Convertible Senior Notes | The following tables summarize certain details related to our outstanding convertible senior notes as of the dates presented or for the periods ended (in thousands, except interest rates): December 31, 2020 December 31, 2019 Maturity Date Aggregate Principal Amount Stated Interest Rate Effective Interest Rate First Interest Payment Date Semi-Annual Interest Payment Dates Unamortized Debt Discount and Debt Issuance Costs Fair Value Unamortized Debt Discount and Debt Issuance Costs Fair Value September 1, 2026 $ 500,000 1.375 % 8.10 % March 1, 2020 March 1; September 1 $ 152,434 $ 1,508,675 $ 172,813 $ 597,380 May 15, 2025 565,000 2.75 % 10.32 % November 15, 2020 May 15; November 15 150,112 1,168,855 — — September 1, 2024 673,000 0.75 % 7.68 % March 1, 2020 March 1; September 1 148,727 2,023,280 182,462 819,378 July 1, 2023 373,750 1.50 % 6.99 % January 1, 2019 January 1; July 1 46,954 633,039 63,575 356,464 December 1, 2021 — 2.00 % 7.43 % June 1, 2017 June 1; December 1 — — 44,498 514,312 December 15, 2020 — 2.75 % N/A N/A June 15; December 15 — — — 16,842 Total $ 2,111,750 $ 498,227 $ 5,333,849 $ 463,348 $ 2,304,376 Year Ended Year Ended Year Ended Maturity Date Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense September 1, 2026 $ 6,876 $ 19,893 $ 486 $ 27,255 $ 2,139 $ 5,869 $ 144 $ 8,152 $ — $ — $ — $ — May 15, 2025 9,689 15,585 832 26,106 — — — — — — — — September 1, 2024 5,034 32,618 1,117 38,769 1,539 9,482 325 11,346 — — — — July 1, 2023 5,606 15,142 1,479 22,227 5,606 14,047 1,374 21,027 2,788 6,655 650 10,093 December 1, 2021 6,350 13,820 1,429 21,599 9,200 18,899 1,957 30,056 9,200 17,571 1,817 28,588 December 15, 2020 234 — — 234 265 — — 265 265 — — 265 Total $ 33,789 $ 97,058 $ 5,343 $ 136,190 $ 18,749 $ 48,297 $ 3,800 $ 70,846 $ 12,253 $ 24,226 $ 2,467 $ 38,946 The following table summarizes the conversion and redemption options with respect to the Notes: Maturity Date Early Conversion Date Conversion Rate Conversion Price Optional Redemption Date September 1, 2026 March 1, 2026 22.9830 $ 43.51 September 5, 2023 May 15, 2025 November 15, 2024 14.8810 67.20 May 22, 2023 September 1, 2024 March 1, 2024 22.9830 43.51 September 5, 2022 July 1, 2023 April 1, 2023 12.7592 78.37 July 6, 2021 The following table summarizes certain details related to the capped call confirmations with respect to the Notes: Maturity Date Initial Cap Price Cap Price Premium September 1, 2026 $ 80.5750 150 % September 1, 2024 72.5175 125 % July 1, 2023 105.45 85 % December 1, 2021 69.19 85 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax (Benefit) Expense | The following table summarizes the components of our income tax benefit for the periods presented (in thousands): Year Ended 2020 2019 2018 Current income tax expense: State $ 588 $ 304 $ — Foreign 257 99 161 Total current income tax expense 845 403 161 Deferred income tax benefit: Federal (7,388) (1,631) (28,502) State (1,095) (2,856) (2,441) Foreign 115 (174) (320) Total deferred income tax benefit (8,368) (4,661) (31,263) Total income tax benefit $ (7,523) $ (4,258) $ (31,102) |
Reconciliation of Federal Statutory Rate and Effective Tax Rate | The following table presents a reconciliation of the federal statutory rate and our effective tax rate for the periods presented: Year Ended 2020 2019 2018 Tax expense at federal statutory rate (21.0) % (21.0) % (21.0) % State income taxes, net of federal tax benefit (11.2) (3.0) (5.9) Share-based compensation (52.5) (0.9) (16.5) Section 162(m) of Internal Revenue Code 2.3 1.1 1.0 Research and development credits (10.6) (7.2) (8.4) Meals and entertainment 0.5 1.1 1.8 Return to provision adjustments (0.8) 0.5 (4.2) Enactment of Tax Act — — (1.9) Other (0.2) (0.6) 0.4 Valuation allowance 89.1 28.6 34.0 Effective tax rate (4.4) % (1.4) % (20.7) % |
Deferred Tax Assets and Liabilities | The following table presents the significant components of our deferred tax assets and liabilities as of the dates presented (in thousands): December 31, 2020 2019 Deferred tax assets: Federal and state net operating loss carryforwards $ 400,509 $ 273,171 Research and development credits 88,823 70,970 Lease liability 57,606 58,899 Share-based compensation 43,065 75,704 Interest expense limitation 30,921 11,120 Inventory 15,115 17,819 Accruals and reserves 3,988 3,891 Depreciation and amortization 1,035 2,032 Other deferred tax assets 4,736 45,641 Total deferred tax assets 645,798 559,247 Deferred tax liabilities: Debt discount on convertible senior notes (80,280) (108,114) Right of use assets (45,857) (52,486) Website and software development costs (32,021) (20,681) Intangible assets (12,968) (38,032) Goodwill (3,267) (1,951) Total deferred tax liabilities (174,393) (221,264) Net deferred tax assets before valuation allowance 471,405 337,983 Less: valuation allowance (471,901) (346,877) Net deferred tax liabilities $ (496) $ (8,894) |
Changes in Unrecognized Tax Benefits | Changes for unrecognized tax benefits for the periods presented are as follows (in thousands): Balance at January 1, 2018 $ 21,613 Gross increases—current period tax positions 6,421 Gross increases—prior period tax positions 591 Balance at December 31, 2018 $ 28,625 Gross increases—current period tax positions 9,021 Gross increases—prior period tax positions 1,786 Balance at December 31, 2019 $ 39,432 Gross increases—current period tax positions 9,334 Gross increases—prior period tax positions 328 Balance at December 31, 2020 $ 49,094 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common and Capital Stock Reserved for Future Issuance | The following shares of common and capital stock have been reserved for future issuance as of the dates presented: December 31, 2020 2019 Option awards outstanding 20,051,051 29,634,296 Restricted stock units outstanding 7,316,557 7,052,767 Class A common stock and Class C capital stock available for grant under 2011 and 2020 incentive plans 16,175,125 1,466,856 Class C capital stock available for grant under the 2019 Equity Inducement Plan 6,817,102 7,898,167 Shares issuable upon conversion of outstanding Class B common stock 6,217,447 6,217,447 Total 56,577,282 52,269,533 |
Share-Based Awards (Tables)
Share-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Option Award Activity | The following table summarizes option award activity for the year ended December 31, 2020: Number Weighted- Weighted- Aggregate Outstanding at January 1, 2020 29,634,296 $ 35.95 6.28 $ 331,107 Granted 5,247,971 53.47 Exercised (13,744,571) 32.31 Forfeited or cancelled (1,086,645) 42.51 Outstanding at December 31, 2020 20,051,051 42.68 7.22 1,751,105 Vested and exercisable at December 31, 2020 9,742,851 38.37 5.91 894,291 |
Fair Value of Options Granted, Estimated at Date of Grant Using Black Scholes Merton Option Pricing Model | The fair value of options granted is estimated at the date of grant using the Black-Scholes-Merton option-pricing model, assuming no dividends and with the following assumptions for the periods presented: Year Ended 2020 2019 2018 Expected volatility 45% – 52% 45% – 47% 42% – 45% Expected dividend yield — — — Risk-free interest rate 0.22% – 0.93% 1.60% – 2.53% 2.52% – 2.84% Weighted-average expected life 4.50 – 5.50 years 4.75 – 5.25 years 4.50 – 5.00 years Weighted-average fair value of options granted $22.50 $16.52 $19.11 |
Summary of Restricted Stock Units Activity | The following table summarizes activity for restricted stock units for the year ended December 31, 2020: Restricted Weighted- Unvested outstanding at January 1, 2020 7,052,767 $ 40.01 Granted 4,180,245 55.83 Vested (3,013,365) 41.40 Forfeited (903,090) 42.70 Unvested outstanding at December 31, 2020 7,316,557 48.14 |
Effects of Share Based Compensation in Consolidated Statements of Operations | The following table presents the effects of share-based compensation expense in our consolidated statements of operations during the periods presented (in thousands): Year Ended 2020 2019 2018 Cost of revenue $ 5,741 $ 3,978 $ 4,127 Sales and marketing 33,110 25,126 22,942 Technology and development 81,820 69,921 56,673 General and administrative 76,879 99,877 65,342 Total $ 197,550 $ 198,902 $ 149,084 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the maximum number of shares and conversion price per share of Class C capital stock for each of the Notes based on the aggregate principal amount outstanding as of December 31, 2020 (in thousands, except per share amounts): Maturity Date Shares Conversion Price per Share September 1, 2026 11,492 $ 43.51 May 15, 2025 8,408 67.20 September 1, 2024 15,468 43.51 July 1, 2023 4,769 78.37 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): Year Ended 2020 2019 2018 Weighted-average Class A common stock and Class C capital stock option awards outstanding 25,913 19,183 22,736 Weighted-average Class A common stock and Class C capital stock restricted stock units outstanding 8,198 6,765 4,949 Class A common stock issuable upon conversion of the convertible notes due in 2020 338 404 400 Class C capital stock issuable upon conversion of the convertible notes maturing in 2021, 2023, 2024, 2025 and 2026 24,182 439 — Total Class A common stock and Class C capital stock equivalents 58,631 26,791 28,085 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitments for Content Related to Mobile Applications and Websites | The amounts due for non-cancelable purchase commitments excluding homes under contract as of December 31, 2020 are as follows (in thousands): Purchase Obligations 2021 $ 61,962 2022 48,418 2023 41,004 2024 394 2025 60 Total future purchase commitments $ 151,838 |
Segment Information and Reven_2
Segment Information and Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Revenue Categories | This information is included in the following tables for the periods presented (in thousands): Year Ended Year Ended Year Ended Homes IMT Mortgages Homes IMT Mortgages Homes IMT Mortgages Revenue: Zillow Offers $ 1,710,535 $ — $ — $ 1,365,250 $ — $ — $ 52,365 $ — $ — Premier Agent — 1,046,954 — — 923,876 — — 898,332 — Other 4,840 403,278 — — 353,020 — — 302,811 — Mortgages — — 174,210 — — 100,691 — — 80,046 Total revenue 1,715,375 1,450,232 174,210 1,365,250 1,276,896 100,691 52,365 1,201,143 80,046 Costs and expenses: Cost of revenue 1,621,040 104,091 31,264 1,315,345 98,522 18,154 49,392 96,693 7,505 Sales and marketing 190,829 422,385 59,602 171,634 488,909 53,585 17,134 502,785 32,702 Technology and development 119,885 367,070 31,117 78,994 365,769 32,584 21,351 363,712 25,755 General and administrative 87,071 225,102 44,949 81,407 243,636 41,133 22,002 220,564 19,587 Impairment costs — 73,900 2,900 — — — — 75,000 4,000 Acquisition-related costs — — — — — — — 27 2,305 Integration costs — — — — — 650 — — 2,015 Total costs and expenses (1) 2,018,825 1,192,548 169,832 1,647,380 1,196,836 146,106 109,879 1,258,781 93,869 Income (loss) from operations (303,450) 257,684 4,378 (282,130) 80,060 (45,415) (57,514) (57,638) (13,823) Segment other income — 5,300 2,369 — — 1,409 — — 244 Segment interest expense (16,804) — (2,233) (29,990) — (956) (2,177) — (132) Income (loss) before income taxes (2) $ (320,254) $ 262,984 $ 4,514 $ (312,120) $ 80,060 $ (44,962) $ (59,691) $ (57,638) $ (13,711) (1) The following table presents depreciation and amortization expense and share-based compensation expense for each of our segments for the periods presented (in thousands): Year Ended Year Ended Year Ended Homes IMT Mortgages Homes IMT Mortgages Homes IMT Mortgages Depreciation and amortization expense $ 13,315 $ 89,862 $ 6,854 $ 8,414 $ 73,369 $ 5,684 $ 1,323 $ 91,232 $ 6,836 Share-based compensation expense $ 48,166 $ 134,691 $ 14,693 $ 32,390 $ 150,434 $ 16,078 $ 7,731 $ 131,404 $ 9,949 |
Reconciliation of Segment Gross Profit and Loss | The following table presents the reconciliation of total segment loss before income taxes to consolidated loss before income taxes for the periods presented (in thousands): Year Ended 2020 2019 2018 Total segment loss before income taxes $ (52,756) $ (277,022) $ (131,040) Corporate interest expense (136,190) (70,846) (38,946) Corporate other income 17,860 38,249 19,026 Gain on extinguishment of 2021 Notes 1,448 — — Consolidated loss before income taxes $ (169,638) $ (309,619) $ (150,960) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2020USD ($)period | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Apr. 30, 2020USD ($) | Mar. 31, 2020USD ($) | |
Schedule of Significant Accounting Policies [Line Items] | |||||
Option to extend lease | 10 years | ||||
Number of periods | period | 2 | ||||
Option to extend existing lease | 5 years | ||||
Sales and marketing | $ 672,816,000 | $ 714,128,000 | $ 552,621,000 | ||
Advertising costs | 113,000,000 | 185,200,000 | 193,500,000 | ||
Technology and development | 518,072,000 | 477,347,000 | 410,818,000 | ||
Homes | |||||
Schedule of Significant Accounting Policies [Line Items] | |||||
Sales and marketing | 190,829,000 | 171,634,000 | 17,134,000 | ||
Technology and development | 119,885,000 | 78,994,000 | 21,351,000 | ||
Holding costs | 11,300,000 | 22,600,000 | |||
Technology and development | |||||
Schedule of Significant Accounting Policies [Line Items] | |||||
Technology and development | $ 383,100,000 | 343,700,000 | 298,100,000 | ||
Purchased content | |||||
Schedule of Significant Accounting Policies [Line Items] | |||||
Useful life of capitalized purchased content asset | 5 years | ||||
Trulia | Trade names and trademarks | |||||
Schedule of Significant Accounting Policies [Line Items] | |||||
Non-cash impairment of indefinite-lived intangible assets | $ 71,500,000 | $ 0 | $ 69,000,000 | ||
Indefinite-lived intangible assets (excluding goodwill), fair value disclosure | $ 36,500,000 | $ 36,500,000 | |||
Useful life of capitalized purchased content asset | 10 years | ||||
Minimum | |||||
Schedule of Significant Accounting Policies [Line Items] | |||||
Amortization period for capitalized contract costs | 2 years | ||||
Lessee, operating lease, remaining lease term | 1 year | ||||
Number of periods | period | 1 | ||||
Maximum | |||||
Schedule of Significant Accounting Policies [Line Items] | |||||
Amortization period for capitalized contract costs | 3 years | ||||
Lessee, operating lease, remaining lease term | 10 years | ||||
Number of periods | period | 2 | ||||
Software Development | Minimum | |||||
Schedule of Significant Accounting Policies [Line Items] | |||||
Expected useful lives | 1 year | ||||
Software Development | Maximum | |||||
Schedule of Significant Accounting Policies [Line Items] | |||||
Expected useful lives | 5 years | ||||
Computer equipment | Minimum | |||||
Schedule of Significant Accounting Policies [Line Items] | |||||
Expected useful lives | 2 years | ||||
Computer equipment | Maximum | |||||
Schedule of Significant Accounting Policies [Line Items] | |||||
Expected useful lives | 3 years | ||||
Office Equipment, Furniture, Fixtures | Minimum | |||||
Schedule of Significant Accounting Policies [Line Items] | |||||
Expected useful lives | 5 years | ||||
Office Equipment, Furniture, Fixtures | Maximum | |||||
Schedule of Significant Accounting Policies [Line Items] | |||||
Expected useful lives | 7 years |
Fair Value Measurements - Range
Fair Value Measurements - Range and Weighted Average Pull-Through Rates (Details) - IRLCs - Not Designated as Hedging Instrument | Dec. 31, 2020 | Dec. 31, 2019 |
Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, measurement input | 0.47 | 0.56 |
Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, measurement input | 1 | 1 |
Weighted average | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, measurement input | 0.75 | 0.78 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Cash Equivalents and Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans held for sale | $ 330,758 | $ 36,507 |
Fair Value, Net Asset (Liability), Total | 4,048,212 | 2,264,688 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans held for sale | 0 | 0 |
Fair Value, Net Asset (Liability), Total | 1,486,384 | 872,431 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans held for sale | 330,758 | 36,507 |
Fair Value, Net Asset (Liability), Total | 2,549,486 | 1,392,257 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans held for sale | 0 | |
Fair Value, Net Asset (Liability), Total | 12,342 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,486,384 | 872,431 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,486,384 | 872,431 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3,228 | |
Short-term investments | 16,220 | 27,889 |
Municipal securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Municipal securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3,228 | |
Short-term investments | 16,220 | 27,889 |
Municipal securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | |
Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 6,441 | |
Short-term investments | 1,163,813 | 80,003 |
Treasury bills | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Treasury bills | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 6,441 | |
Short-term investments | 1,163,813 | 80,003 |
Treasury bills | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
United States government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 35,009 | |
Short-term investments | 1,037,577 | 862,154 |
United States government agency securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
United States government agency securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 35,009 | |
Short-term investments | 1,037,577 | 862,154 |
United States government agency securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 249 | |
Short-term investments | 498 | 1,245 |
Certificates of deposit | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Certificates of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 249 | |
Short-term investments | 498 | 1,245 |
Certificates of deposit | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 31,113 | |
Short-term investments | 150,267 | |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 31,113 | |
Short-term investments | 150,267 | |
Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,065 | |
Short-term investments | 159,431 | |
Corporate notes and bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | |
Corporate notes and bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,065 | |
Short-term investments | 159,431 | |
IRLCs | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 12,342 | 937 |
IRLCs | Level 1 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
IRLCs | Level 2 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 937 |
IRLCs | Level 3 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 12,342 | |
Forward contracts | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 7 | |
Derivative liability | (2,608) | (60) |
Forward contracts | Level 1 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Derivative liability | 0 | 0 |
Forward contracts | Level 2 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 7 | |
Derivative liability | (2,608) | $ (60) |
Forward contracts | Level 3 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in IRLC's (Details) - IRLCs $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance, beginning of period | $ 937 |
Issuances | 63,662 |
Transfers | (60,648) |
Fair value changes recognized in earnings | 8,391 |
Balance, end of the period | $ 12,342 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Mortgage Loans Held For Sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, notional amount | $ 378.1 | $ 34.3 |
IRLCs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, notional amount | $ 652.1 | $ 64.7 |
Cash and Cash Equivalents, Sh_3
Cash and Cash Equivalents, Short-term Investments and Restricted Cash - Amortized Cost, Gross Unrealized Gains and Losses, and Estimated Fair Market Value of Cash and Cash Equivalents and Available-for-Sale Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | $ 1,703,130 | $ 1,141,263 |
Short-term investments: | ||
Gross Unrealized Gains | 122 | 526 |
Gross Unrealized Losses | (59) | (120) |
Restricted cash | 75,805 | 89,646 |
Cash, cash equivalents, short-term investments, and restricted cash, amortized cost | 3,996,980 | 2,511,492 |
Cash, cash equivalents, short-term investments, and restricted cash, estimated fair market value | 3,997,043 | 2,511,898 |
United States government agency securities | ||
Short-term investments: | ||
Amortized Cost | 1,037,572 | 861,862 |
Gross Unrealized Gains | 57 | 365 |
Gross Unrealized Losses | (52) | (73) |
Estimated Fair Market Value | 1,037,577 | 862,154 |
Corporate notes and bonds | ||
Short-term investments: | ||
Amortized Cost | 159,382 | |
Gross Unrealized Gains | 91 | |
Gross Unrealized Losses | (42) | |
Estimated Fair Market Value | 159,431 | |
Commercial paper | ||
Short-term investments: | ||
Amortized Cost | 150,267 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Market Value | 150,267 | |
Treasury bills | ||
Short-term investments: | ||
Amortized Cost | 1,163,748 | 79,989 |
Gross Unrealized Gains | 65 | 14 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Market Value | 1,163,813 | 80,003 |
Municipal securities | ||
Short-term investments: | ||
Amortized Cost | 16,226 | 27,836 |
Gross Unrealized Gains | 0 | 56 |
Gross Unrealized Losses | (6) | (3) |
Estimated Fair Market Value | 16,220 | 27,889 |
Certificates of deposit | ||
Short-term investments: | ||
Amortized Cost | 498 | 1,245 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Market Value | 498 | 1,245 |
Cash | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | 213,518 | 194,955 |
Money market funds | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | 1,486,384 | 872,431 |
Municipal securities | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents, at cost | 3,229 | |
Cash and cash equivalents, gross unrealized losses | (1) | |
Cash and cash equivalents | $ 3,228 | |
United States government agency securities | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents, at cost | 35,011 | |
Cash and cash equivalents, gross unrealized losses | (2) | |
Cash and cash equivalents | 35,009 | |
Commercial paper | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | 31,113 | |
Treasury bills | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | 6,441 | |
Corporate notes and bonds | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | 1,065 | |
Certificates of deposit | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | $ 249 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 339,372 | $ 684,456 |
Work-in-process | 151,921 | 152,171 |
Inventory | $ 491,293 | $ 836,627 |
Contract Balances (Details)
Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Contract with customer, asset, after allowance for credit loss | $ 20.8 | $ 0 |
Revenue recognized, recorded in deferred revenue as of prior period | $ 37.1 | $ 32.7 |
Contract Balances - Summary of
Contract Balances - Summary of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance, beginning of period | $ 4,522 | $ 4,838 | $ 5,341 |
Credit loss expense | 2,650 | 2,772 | 869 |
Less: write-offs, net of recoveries and other adjustments | (3,745) | (3,088) | (1,372) |
Balance, end of period | $ 3,427 | $ 4,522 | $ 4,838 |
Contract Cost Assets (Details)
Contract Cost Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||
Contract cost assets | $ 50,719 | $ 45,209 | |
Amortization of contract cost assets | $ 36,494 | $ 35,323 | $ 36,013 |
Property and Equipment, net - D
Property and Equipment, net - Detail of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 309,937 | $ 345,490 |
Less: accumulated amortization and depreciation | (113,785) | (175,001) |
Property and equipment, net | 196,152 | 170,489 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 110,280 | 81,981 |
Website development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 95,466 | 149,648 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 44,151 | 45,337 |
Office equipment, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 39,607 | 36,582 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 20,433 | $ 31,942 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Amortization and depreciation expense related to property and equipment other than website development costs | $ 34.1 | $ 24.9 | $ 19.5 |
Capitalization of website development costs | 54.8 | 42.3 | 34.1 |
Technology and development | |||
Property, Plant and Equipment [Line Items] | |||
Amortization of website development costs and intangible assets included in technology and development | 50.5 | 44.9 | 50.8 |
Technology and development | Software Development | |||
Property, Plant and Equipment [Line Items] | |||
Amortization of website development costs and intangible assets included in technology and development | $ 24.8 | $ 17 | $ 28.6 |
Acquisitions and Equity Inves_3
Acquisitions and Equity Investments - Additional Information (Detail) $ in Thousands | Oct. 31, 2018USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Oct. 31, 2016USD ($) | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2017USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of reportable segments | Segment | 3 | ||||||||
Number of operating segments | Segment | 3 | ||||||||
Equity interest in privately held corporation | $ 4,700 | ||||||||
Non-cash impairment charge | $ 76,800 | $ 0 | $ 79,000 | ||||||
Proceeds from sale of equity investment | 10,000 | $ 0 | 0 | ||||||
October 2016 Investment | Variable Interest Entity, Not Primary Beneficiary | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of equity interest in privately held variable interest entity | 10.00% | ||||||||
Equity interest in privately held corporation | $ 10,000 | ||||||||
Non-cash impairment charge | $ 5,300 | ||||||||
Proceeds from sale of equity investment | $ 10,000 | ||||||||
Equity securities, FV-NI, realized gain (loss) | $ 5,300 | ||||||||
June 2017 Investment | Variable Interest Entity, Not Primary Beneficiary | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity interest in privately held corporation | $ 0 | $ 10,000 | |||||||
Non-cash impairment charge | $ 10,000 | ||||||||
Mortgage Lenders of America, L.L.C. | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Business acquisition, purchase price | $ 66,700 | ||||||||
Unaudited pro forma revenue | 3.00% |
Acquisitions and Equity Inves_4
Acquisitions and Equity Investments - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,984,907 | $ 1,984,907 | |
Mortgage Lenders of America, L.L.C. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 10,796 | ||
Restricted cash | 753 | ||
Mortgage loans available for sale | 34,248 | ||
Property, plant and equipment | 1,315 | ||
Intangible assets | 2,600 | ||
Goodwill | 53,831 | ||
Other acquired assets | 3,079 | ||
Accounts payable | (1,953) | ||
Accrued expenses | (2,591) | ||
Warehouse lines of credit | (32,536) | ||
Other assumed liabilities | (2,855) | ||
Total purchase price | $ 66,687 |
Goodwill - Goodwill Allocated t
Goodwill - Goodwill Allocated to Reportable Segments (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | ||
Number of reportable segments | Segment | 3 | |
Number of operating segments | Segment | 3 | |
Goodwill | $ 1,984,907 | $ 1,984,907 |
Homes | ||
Goodwill [Line Items] | ||
Goodwill | 0 | |
IMT | ||
Goodwill [Line Items] | ||
Goodwill | 1,786,416 | |
Mortgages | ||
Goodwill [Line Items] | ||
Goodwill | $ 198,491 |
Intangible Assets, net - Intang
Intangible Assets, net - Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 298,472 | $ 299,416 |
Accumulated Amortization | (203,705) | (216,849) |
Net | 94,767 | 82,567 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 36,500 | |
Accumulated Amortization | (3,822) | |
Net | 32,678 | 108,000 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 28,515 | 35,527 |
Accumulated Amortization | (11,483) | (20,843) |
Net | 17,032 | 14,684 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 86,064 | 107,200 |
Accumulated Amortization | (70,270) | (81,383) |
Net | 15,794 | 25,817 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 87,600 | 102,600 |
Accumulated Amortization | (73,301) | (73,770) |
Net | 14,299 | 28,830 |
Intangibles-in-progress | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 11,863 | 6,391 |
Accumulated Amortization | 0 | 0 |
Net | 11,863 | 6,391 |
Purchased content | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 47,930 | 47,298 |
Accumulated Amortization | (44,829) | (40,636) |
Net | $ 3,101 | 6,662 |
Lender licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 400 | |
Accumulated Amortization | (217) | |
Net | $ 183 |
Intangible Assets, net - Additi
Intangible Assets, net - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2020 | Mar. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, net | $ 94,767,000 | $ 82,567,000 | |||
Trade names and trademarks | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, net | 32,678,000 | 108,000,000 | |||
IMT | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Non-cash impairment of indefinite-lived intangible assets | 68,600,000 | ||||
Mortgages | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Non-cash impairment of indefinite-lived intangible assets | 2,900,000 | ||||
Trulia | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible asset | $ 177,000,000 | ||||
Trade names and trademarks | Trulia | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Non-cash impairment of indefinite-lived intangible assets | $ 71,500,000 | 0 | 69,000,000 | ||
Indefinite-lived intangible asset | 108,000,000 | $ 108,000,000 | |||
Indefinite-lived intangible assets (excluding goodwill), fair value disclosure | $ 36,500,000 | $ 36,500,000 | |||
Useful life of capitalized purchased content asset | 10 years | ||||
Trade names and trademarks | Trulia | IMT | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Non-cash impairment of indefinite-lived intangible assets | 65,000,000 | ||||
Trade names and trademarks | Trulia | Mortgages | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Non-cash impairment of indefinite-lived intangible assets | 4,000,000 | ||||
Technology and development | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Amortization of website development costs and intangible assets included in technology and development | $ 50,500,000 | $ 44,900,000 | $ 50,800,000 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 45,924 |
2022 | 15,140 |
2023 | 6,359 |
2024 | 4,235 |
2025 | 4,080 |
Thereafter | 15,014 |
Total future amortization expense | $ 90,752 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued expenses and other current liabilities | $ 94,487 | $ 85,442 |
Accrued marketing and advertising | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued expenses and other current liabilities | 16,239 | 18,343 |
Accrued escrow payable | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued expenses and other current liabilities | 9,788 | 326 |
Accrued estimated legal liabilities and legal fees | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued expenses and other current liabilities | 6,316 | 3,882 |
Taxes payable | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued expenses and other current liabilities | 6,131 | 6,287 |
Merger consideration payable to former stockholders of certain acquired entities | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued expenses and other current liabilities | 6,117 | 6,117 |
Accrued interest expense | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued expenses and other current liabilities | 5,916 | 4,501 |
Other accrued expenses and other current liabilities | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued expenses and other current liabilities | $ 43,980 | $ 45,986 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 40,292 | $ 35,837 |
Variable lease cost | 10,323 | 11,231 |
Total lease cost | $ 50,615 | $ 47,068 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Leases [Abstract] | |
Operating leases, rent expense | $ 23.7 |
Leases - Other Information Obta
Leases - Other Information Obtained (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities, net of lease incentives of $18,626 and $0 for the years ended December 31, 2020 and 2019, respectively | $ 17,676 | $ 31,816 |
Lease incentive | 18,626 | 0 |
Right of use assets obtained in exchange for new operating lease obligations | $ 145 | $ 128,354 |
Weighted average remaining lease term for operating leases | 8 years | 8 years 6 months |
Weighted average discount rate for operating leases | 6.50% | 6.50% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities for Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 43,277 |
2022 | 40,842 |
2023 | 41,043 |
2024 | 36,092 |
2025 | 28,908 |
Thereafter | 114,529 |
Total lease payments | 304,691 |
Less: Imputed interest | (68,658) |
Present value of lease liabilities | $ 236,033 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Value of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | May 15, 2020 | Dec. 31, 2019 | Oct. 09, 2019 | Dec. 12, 2016 |
Debt Instrument [Line Items] | |||||
Total debt | $ 2,283,732 | $ 2,274,990 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Convertible senior notes | $ 1,613,523 | 1,553,039 | |||
Convertible Debt | 1.375% convertible senior notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 1.375% | ||||
Convertible senior notes | $ 347,566 | 327,187 | |||
Convertible Debt | 2.75% convertible senior notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 2.75% | 2.75% | |||
Convertible senior notes | $ 414,888 | 0 | |||
Convertible Debt | 0.75% convertible senior notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 0.75% | 0.75% | |||
Convertible senior notes | $ 524,273 | 490,538 | |||
Convertible Debt | 1.50% convertible senior notes due 2023 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 1.50% | ||||
Convertible senior notes | $ 326,796 | 310,175 | |||
Convertible Debt | 2.00% convertible senior notes due 2021 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 2.00% | 2.00% | |||
Convertible senior notes | $ 0 | 415,502 | |||
Convertible Debt | 2.75% convertible senior notes due 2020 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 2.75% | ||||
Convertible senior notes | $ 0 | 9,637 | |||
Mortgages | |||||
Debt Instrument [Line Items] | |||||
Warehouse lines of credit | 309,043 | 30,427 | |||
Line of Credit | Homes | |||||
Debt Instrument [Line Items] | |||||
Short-term debt | 691,524 | ||||
Goldman Sachs Bank USA | Line of Credit | Homes | |||||
Debt Instrument [Line Items] | |||||
Short-term debt | 145,825 | 39,244 | |||
Citibank, N.A. | Mortgages | |||||
Debt Instrument [Line Items] | |||||
Short-term debt | 90,227 | 394 | |||
Citibank, N.A. | Line of Credit | Homes | |||||
Debt Instrument [Line Items] | |||||
Short-term debt | 87,103 | 296,369 | |||
Credit Suisse AG, Cayman Islands | Mortgages | |||||
Debt Instrument [Line Items] | |||||
Short-term debt | 149,913 | 0 | |||
Credit Suisse AG, Cayman Islands | Line of Credit | Homes | |||||
Debt Instrument [Line Items] | |||||
Short-term debt | 128,238 | 355,911 | |||
Comerica Bank | Line of Credit | Mortgages | |||||
Debt Instrument [Line Items] | |||||
Warehouse lines of credit | $ 68,903 | $ 30,033 |
Debt - Schedule of Credit Facil
Debt - Schedule of Credit Facilities (Details) - Homes - Line of Credit | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
Maximum Borrowing Capacity | $ 1,500,000,000 |
Goldman Sachs Bank USA | Final Maturity Date, April 20, 2022 | |
Debt Instrument [Line Items] | |
Maximum Borrowing Capacity | $ 500,000,000 |
Weighted Average Interest Rate | 3.15% |
Citibank, N.A. | Final Maturity Date, November 30, 2021 | |
Debt Instrument [Line Items] | |
Maximum Borrowing Capacity | $ 500,000,000 |
Weighted Average Interest Rate | 3.59% |
Credit Suisse AG, Cayman Islands | Final Maturity Date, July 31, 2021 | |
Debt Instrument [Line Items] | |
Maximum Borrowing Capacity | $ 500,000,000 |
Weighted Average Interest Rate | 3.97% |
Debt - Narrative (Detail)
Debt - Narrative (Detail) | Dec. 18, 2020USD ($) | Nov. 04, 2020USD ($)$ / shares | May 15, 2020USD ($) | Oct. 09, 2019USD ($) | Sep. 09, 2019USD ($) | Jul. 03, 2018USD ($) | Dec. 12, 2016USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | May 31, 2020USD ($)shares | Dec. 31, 2020USD ($)day$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 11, 2020USD ($) | Oct. 27, 2020USD ($) | Sep. 25, 2020USD ($) | May 19, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||
Increase amount to inventory from SPE consolidation | $ 491,300,000 | $ 491,300,000 | $ 836,600,000 | |||||||||||||
Increase amount to borrowings from SPE consolidation | 361,200,000 | 361,200,000 | 691,500,000 | |||||||||||||
Net proceeds from issuance | 553,282,000 | 1,157,675,000 | $ 364,020,000 | |||||||||||||
Net proceeds used to purchase capped call confirmations | 0 | 159,677,000 | 29,414,000 | |||||||||||||
Gain (loss) on extinguishment of debt | 1,448,000 | 0 | 0 | |||||||||||||
Senior notes, issuance costs | $ 3,279,000 | 3,279,000 | 4,430,000 | $ 2,047,000 | ||||||||||||
Class C Capital Stock | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Capped call confirmations, portion unwound, shares received (in shares) | shares | 317,865 | |||||||||||||||
Capped call confirmations, portion unwound, value received | $ 14,800,000 | |||||||||||||||
Class C Capital Stock | Debt Instrument, Redemption, Period One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock issued (in shares) | shares | 5,100,000 | |||||||||||||||
Convertible Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount issued | $ 2,111,750,000 | 2,111,750,000 | ||||||||||||||
2.75% convertible senior notes due 2025 | Convertible Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount issued | $ 500,000,000 | $ 565,000,000 | $ 565,000,000 | $ 65,000,000 | ||||||||||||
Debt instrument, interest rate stated percentage | 2.75% | 2.75% | 2.75% | |||||||||||||
Net proceeds from issuance | $ 553,300,000 | |||||||||||||||
Equity component of issuance of senior notes | $ 154,800,000 | $ 154,800,000 | ||||||||||||||
Conversion price per share (usd per share) | $ / shares | $ 67.20 | $ 67.20 | ||||||||||||||
Senior notes, issuance costs | $ 3,300,000 | $ 3,300,000 | ||||||||||||||
0.75% convertible senior notes due 2024 | Convertible Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount issued | $ 73,000,000 | $ 600,000,000 | $ 673,000,000 | $ 673,000,000 | ||||||||||||
Debt instrument, interest rate stated percentage | 0.75% | 0.75% | 0.75% | |||||||||||||
Net proceeds from issuance | $ 72,000,000 | 592,200,000 | ||||||||||||||
Net proceeds used to purchase capped call confirmations | $ 9,100,000 | 75,200,000 | ||||||||||||||
Equity component of issuance of senior notes | $ 183,500,000 | $ 183,500,000 | ||||||||||||||
Conversion price per share (usd per share) | $ / shares | $ 43.51 | $ 43.51 | ||||||||||||||
Senior notes, issuance costs | $ 2,400,000 | $ 2,400,000 | ||||||||||||||
1.375% convertible senior notes due 2026 | Convertible Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount issued | 500,000,000 | $ 500,000,000 | $ 500,000,000 | |||||||||||||
Debt instrument, interest rate stated percentage | 1.375% | 1.375% | ||||||||||||||
Net proceeds from issuance | 493,500,000 | |||||||||||||||
Net proceeds used to purchase capped call confirmations | $ 75,400,000 | |||||||||||||||
Equity component of issuance of senior notes | $ 172,300,000 | $ 172,300,000 | ||||||||||||||
Conversion price per share (usd per share) | $ / shares | $ 43.51 | $ 43.51 | ||||||||||||||
Senior notes, issuance costs | $ 2,300,000 | $ 2,300,000 | ||||||||||||||
1.50% convertible senior notes due 2023 | Convertible Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount issued | $ 373,800,000 | $ 373,750,000 | $ 373,750,000 | |||||||||||||
Debt instrument, interest rate stated percentage | 1.50% | 1.50% | ||||||||||||||
Net proceeds from issuance | 364,000,000 | |||||||||||||||
Net proceeds used to purchase capped call confirmations | 29,400,000 | |||||||||||||||
Equity component of issuance of senior notes | $ 76,600,000 | $ 76,600,000 | ||||||||||||||
Conversion price per share (usd per share) | $ / shares | $ 78.37 | $ 78.37 | ||||||||||||||
Senior notes, issuance costs | $ 2,000,000 | $ 2,000,000 | ||||||||||||||
1.50% convertible senior notes due 2023, over-allotment option | Convertible Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount issued | $ 48,800,000 | |||||||||||||||
2.00% convertible senior notes due 2021 | Convertible Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount issued | $ 460,000,000 | $ 0 | $ 0 | |||||||||||||
Debt instrument, interest rate stated percentage | 2.00% | 2.00% | 2.00% | |||||||||||||
Net proceeds from issuance | $ 447,800,000 | |||||||||||||||
Net proceeds used to purchase capped call confirmations | 36,600,000 | |||||||||||||||
Repurchased amount | $ 551,600,000 | $ 265,300,000 | 194,700,000 | |||||||||||||
Repayments of convertible debt | 194,700,000 | |||||||||||||||
Debt instrument, convertible, aggregate purchase price | 230,900,000 | |||||||||||||||
Debt instrument, convertible, fair value of liability component | 256,300,000 | 172,900,000 | ||||||||||||||
Equity component of issuance of senior notes | 295,300,000 | 58,000,000 | ||||||||||||||
Adjustments to additional paid in capital, liability component of convertible debt | 251,400,000 | 179,300,000 | ||||||||||||||
Adjustments to additional paid in capital, equity component of convertible debt | 295,300,000 | 58,000,000 | ||||||||||||||
Gain (loss) on extinguishment of debt | (4,900,000) | $ 6,400,000 | ||||||||||||||
Debt conversion, converted instrument, rate | 1.90985% | |||||||||||||||
Conversion price per share (usd per share) | $ / shares | $ 52.3601 | |||||||||||||||
2.00% convertible senior notes due 2021 | Convertible Debt | Debt Instrument, Redemption, Period One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repurchased amount | 265,200,000 | |||||||||||||||
2.00% convertible senior notes due 2021 | Convertible Debt | Debt Instrument, Redemption, Period Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repurchased amount | 100,000 | |||||||||||||||
Repayments of convertible debt | $ 100,000 | |||||||||||||||
2.00% convertible senior notes due 2021 | Convertible Debt | Class C Capital Stock | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 753,936 | |||||||||||||||
2.0% convertible senior notes due 2021, over-allotment option | Convertible Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount issued | $ 60,000,000 | |||||||||||||||
Convertible senior notes due 2023, 2024, 2025 and 2026 | Convertible Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, convertible threshold trading days | day | 20 | |||||||||||||||
Debt instrument, threshold consecutive trading days | day | 30 | |||||||||||||||
Debt instrument, convertible threshold percentage | 130.00% | |||||||||||||||
Repurchase price percentage of principal amount | 100.00% | |||||||||||||||
Citibank, N.A. | Mortgages | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Short-term debt | $ 90,227,000 | $ 90,227,000 | 394,000 | |||||||||||||
Credit Suisse AG, Cayman Islands | Mortgages | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Short-term debt | 149,913,000 | 149,913,000 | 0 | |||||||||||||
Credit Suisse and Citibank, N.A | Mortgages | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Short-term debt | 240,100,000 | 240,100,000 | 400,000 | |||||||||||||
Line of Credit | Homes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Increase amount to borrowings from SPE consolidation | 361,166,000 | 361,166,000 | ||||||||||||||
Maximum borrowing capacity | 1,500,000,000 | 1,500,000,000 | ||||||||||||||
Short-term debt | 691,524,000 | |||||||||||||||
Line of Credit | Mortgages | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum borrowing capacity | 375,000,000 | 375,000,000 | ||||||||||||||
Line of Credit | Citibank, N.A. | Homes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Short-term debt | 87,103,000 | 87,103,000 | 296,369,000 | |||||||||||||
Line of Credit | Citibank, N.A. | Mortgages | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum borrowing capacity | 100,000,000 | 100,000,000 | $ 100,000,000 | |||||||||||||
Committed amount under repurchase agreement | $ 25,000,000 | |||||||||||||||
Line of Credit | Credit Suisse AG, Cayman Islands | Homes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Short-term debt | 128,238,000 | 128,238,000 | $ 355,911,000 | |||||||||||||
Line of Credit | Credit Suisse AG, Cayman Islands | Mortgages | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum borrowing capacity | $ 200,000,000 | |||||||||||||||
Line of Credit | Comerica Bank | Mortgages | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum borrowing capacity | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | |||||||||||||
Line of credit facility, maximum borrowing capacity, increase amount | $ 25,000,000 |
Debt - Schedule of Warehouse Li
Debt - Schedule of Warehouse Lines of Credit (Details) - Line of Credit - Mortgages - USD ($) | Dec. 31, 2020 | Nov. 11, 2020 | Oct. 27, 2020 | Sep. 25, 2020 |
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | $ 375,000,000 | |||
Credit Suisse AG, Cayman Islands | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | $ 200,000,000 | |||
Weighted Average Interest Rate | 2.50% | |||
Citibank, N.A. | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | $ 100,000,000 | $ 100,000,000 | ||
Weighted Average Interest Rate | 1.90% | |||
Comerica Bank | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | $ 75,000,000 | $ 75,000,000 | ||
Weighted Average Interest Rate | 3.01% |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Senior Notes (Detail) - USD ($) | 12 Months Ended | ||||||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 19, 2020 | May 15, 2020 | Oct. 09, 2019 | Sep. 09, 2019 | Jul. 03, 2018 | Dec. 12, 2016 | |
Debt Instrument [Line Items] | |||||||||
Interest Expense | $ 155,227,000 | $ 101,792,000 | $ 41,255,000 | ||||||
Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | 2,111,750,000 | ||||||||
Unamortized Debt Discount and Debt Issuance Costs | 498,227,000 | 463,348,000 | |||||||
Fair Value | 5,333,849,000 | 2,304,376,000 | |||||||
Contractual Coupon Interest | 33,789,000 | 18,749,000 | 12,253,000 | ||||||
Amortization of Debt Discount | 97,058,000 | 48,297,000 | 24,226,000 | ||||||
Amortization of Debt Issuance Costs | 5,343,000 | 3,800,000 | 2,467,000 | ||||||
Interest Expense | 136,190,000 | $ 70,846,000 | 38,946,000 | ||||||
Convertible Debt | 1.375% convertible senior notes due 2026 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | $ 500,000,000 | $ 500,000,000 | |||||||
Stated Interest Rate | 1.375% | ||||||||
Effective Interest Rate | 8.10% | ||||||||
Unamortized Debt Discount and Debt Issuance Costs | $ 152,434,000 | $ 172,813,000 | |||||||
Fair Value | 1,508,675,000 | 597,380,000 | |||||||
Contractual Coupon Interest | 6,876,000 | 2,139,000 | 0 | ||||||
Amortization of Debt Discount | 19,893,000 | 5,869,000 | 0 | ||||||
Amortization of Debt Issuance Costs | 486,000 | 144,000 | 0 | ||||||
Interest Expense | 27,255,000 | 8,152,000 | 0 | ||||||
Convertible Debt | 2.75% convertible senior notes due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | $ 565,000,000 | $ 65,000,000 | $ 500,000,000 | ||||||
Stated Interest Rate | 2.75% | 2.75% | |||||||
Effective Interest Rate | 10.32% | ||||||||
Unamortized Debt Discount and Debt Issuance Costs | $ 150,112,000 | 0 | |||||||
Fair Value | 1,168,855,000 | 0 | |||||||
Contractual Coupon Interest | 9,689,000 | 0 | 0 | ||||||
Amortization of Debt Discount | 15,585,000 | 0 | 0 | ||||||
Amortization of Debt Issuance Costs | 832,000 | 0 | 0 | ||||||
Interest Expense | 26,106,000 | $ 0 | 0 | ||||||
Convertible Debt | 0.75% convertible senior notes due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | $ 673,000,000 | $ 73,000,000 | $ 600,000,000 | ||||||
Stated Interest Rate | 0.75% | 0.75% | |||||||
Effective Interest Rate | 7.68% | ||||||||
Unamortized Debt Discount and Debt Issuance Costs | $ 148,727,000 | $ 182,462,000 | |||||||
Fair Value | 2,023,280,000 | 819,378,000 | |||||||
Contractual Coupon Interest | 5,034,000 | 1,539,000 | 0 | ||||||
Amortization of Debt Discount | 32,618,000 | 9,482,000 | 0 | ||||||
Amortization of Debt Issuance Costs | 1,117,000 | 325,000 | 0 | ||||||
Interest Expense | 38,769,000 | $ 11,346,000 | 0 | ||||||
Convertible Debt | 1.50% convertible senior notes due 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | $ 373,750,000 | $ 373,800,000 | |||||||
Stated Interest Rate | 1.50% | ||||||||
Effective Interest Rate | 6.99% | ||||||||
Unamortized Debt Discount and Debt Issuance Costs | $ 46,954,000 | $ 63,575,000 | |||||||
Fair Value | 633,039,000 | 356,464,000 | |||||||
Contractual Coupon Interest | 5,606,000 | 5,606,000 | 2,788,000 | ||||||
Amortization of Debt Discount | 15,142,000 | 14,047,000 | 6,655,000 | ||||||
Amortization of Debt Issuance Costs | 1,479,000 | 1,374,000 | 650,000 | ||||||
Interest Expense | 22,227,000 | $ 21,027,000 | 10,093,000 | ||||||
Convertible Debt | 2.00% convertible senior notes due 2021 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | $ 0 | $ 460,000,000 | |||||||
Stated Interest Rate | 2.00% | 2.00% | |||||||
Effective Interest Rate | 7.43% | ||||||||
Unamortized Debt Discount and Debt Issuance Costs | $ 0 | $ 44,498,000 | |||||||
Fair Value | 0 | 514,312,000 | |||||||
Contractual Coupon Interest | 6,350,000 | 9,200,000 | 9,200,000 | ||||||
Amortization of Debt Discount | 13,820,000 | 18,899,000 | 17,571,000 | ||||||
Amortization of Debt Issuance Costs | 1,429,000 | 1,957,000 | 1,817,000 | ||||||
Interest Expense | 21,599,000 | 30,056,000 | 28,588,000 | ||||||
Convertible Debt | 2.75% convertible senior notes due 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | $ 0 | ||||||||
Stated Interest Rate | 2.75% | ||||||||
Unamortized Debt Discount and Debt Issuance Costs | $ 0 | 0 | |||||||
Fair Value | 0 | 16,842,000 | |||||||
Contractual Coupon Interest | 234,000 | 265,000 | 265,000 | ||||||
Amortization of Debt Discount | 0 | 0 | 0 | ||||||
Amortization of Debt Issuance Costs | 0 | 0 | 0 | ||||||
Interest Expense | $ 234,000 | $ 265,000 | $ 265,000 |
Debt - Summary of Conversion an
Debt - Summary of Conversion and Redemption Options and Details Related to Capped Call Confirmations (Details) - Convertible Debt | 12 Months Ended |
Dec. 31, 2020$ / shares | |
1.375% convertible senior notes due 2026 | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0229830 |
Conversion Price (usd per share) | $ 43.51 |
2.75% convertible senior notes due 2025 | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0148810 |
Conversion Price (usd per share) | $ 67.20 |
0.75% convertible senior notes due 2024 | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0229830 |
Conversion Price (usd per share) | $ 43.51 |
1.50% convertible senior notes due 2023 | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0127592 |
Conversion Price (usd per share) | $ 78.37 |
Debt - Capped Call Confirmation
Debt - Capped Call Confirmations (Details) - Convertible Debt | 12 Months Ended |
Dec. 31, 2020$ / shares | |
1.375% convertible senior notes due 2026 | |
Debt Instrument [Line Items] | |
Initial cap price (usd per share) | $ 80.5750 |
Cap Price Premium | 150.00% |
0.75% convertible senior notes due 2024 | |
Debt Instrument [Line Items] | |
Initial cap price (usd per share) | $ 72.5175 |
Cap Price Premium | 125.00% |
1.50% convertible senior notes due 2023 | |
Debt Instrument [Line Items] | |
Initial cap price (usd per share) | $ 105.45 |
Cap Price Premium | 85.00% |
2.00% convertible senior notes due 2021 | |
Debt Instrument [Line Items] | |
Initial cap price (usd per share) | $ 69.19 |
Cap Price Premium | 85.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Income Tax [Line Items] | ||||
Income tax benefit | $ 7,523,000 | $ 4,258,000 | $ 31,102,000 | |
Adjustment to income tax benefit under the Tax Act | 5,900,000 | |||
Income tax benefit, Tax Cuts and Jobs Act, reduction in net deferred tax liability | 125,000,000 | 39,300,000 | ||
Unrecognized tax benefits | 49,094,000 | 39,432,000 | 28,625,000 | $ 21,613,000 |
Unrecognized income tax accrued interest and penalties | 0 | |||
Research And Development | ||||
Schedule Of Income Tax [Line Items] | ||||
Net operating loss carryforwards | 88,800,000 | 71,000,000 | ||
Federal | ||||
Schedule Of Income Tax [Line Items] | ||||
Net operating loss carryforwards | 1,700,000,000 | 1,100,000,000 | ||
State | ||||
Schedule Of Income Tax [Line Items] | ||||
Net operating loss carryforwards | 53,200,000 | 34,300,000 | ||
Trulia | ||||
Schedule Of Income Tax [Line Items] | ||||
Income tax benefit | 9,700,000 | 15,400,000 | ||
Trulia | Trade names and trademarks | ||||
Schedule Of Income Tax [Line Items] | ||||
Non-cash impairment of indefinite-lived intangible assets | $ 71,500,000 | $ 0 | $ 69,000,000 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current income tax expense: | |||
State | $ 588 | $ 304 | $ 0 |
Foreign | 257 | 99 | 161 |
Total current income tax expense | 845 | 403 | 161 |
Deferred income tax benefit: | |||
Federal | (7,388) | (1,631) | (28,502) |
State | (1,095) | (2,856) | (2,441) |
Foreign | 115 | (174) | (320) |
Total deferred income tax benefit | (8,368) | (4,661) | (31,263) |
Total income tax benefit | $ (7,523) | $ (4,258) | $ (31,102) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Rate and Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Tax expense at federal statutory rate | (21.00%) | (21.00%) | (21.00%) |
State income taxes, net of federal tax benefit | (11.20%) | (3.00%) | (5.90%) |
Share-based compensation | (52.50%) | (0.90%) | (16.50%) |
Section 162(m) of Internal Revenue Code | 2.30% | 1.10% | 1.00% |
Research and development credits | (10.60%) | (7.20%) | (8.40%) |
Meals and entertainment | 0.50% | 1.10% | 1.80% |
Return to provision adjustments | (0.80%) | 0.50% | (4.20%) |
Enactment of Tax Act | 0.00% | 0.00% | (1.90%) |
Other | (0.20%) | (0.60%) | 0.40% |
Valuation allowance | 89.10% | 28.60% | 34.00% |
Effective tax rate | (4.40%) | (1.40%) | (20.70%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Federal and state net operating loss carryforwards | $ 400,509 | $ 273,171 |
Research and development credits | 88,823 | 70,970 |
Lease liability | 57,606 | 58,899 |
Share-based compensation | 43,065 | 75,704 |
Interest expense limitation | 30,921 | 11,120 |
Inventory | 15,115 | 17,819 |
Accruals and reserves | 3,988 | 3,891 |
Depreciation and amortization | 1,035 | 2,032 |
Other deferred tax assets | 4,736 | 45,641 |
Total deferred tax assets | 645,798 | 559,247 |
Deferred tax liabilities: | ||
Debt discount on convertible senior notes | (80,280) | (108,114) |
Right of use assets | (45,857) | (52,486) |
Website and software development costs | (32,021) | (20,681) |
Intangible assets | (12,968) | (38,032) |
Goodwill | (3,267) | (1,951) |
Total deferred tax liabilities | (174,393) | (221,264) |
Net deferred tax assets before valuation allowance | 471,405 | 337,983 |
Less: valuation allowance | (471,901) | (346,877) |
Net deferred tax liabilities | $ (496) | $ (8,894) |
Income Taxes - Changes in Unrec
Income Taxes - Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning balance | $ 39,432 | $ 28,625 | $ 21,613 |
Gross increases—current period tax positions | 9,334 | 9,021 | 6,421 |
Gross increases—prior period tax positions | 328 | 1,786 | 591 |
Unrecognized tax benefits, ending balance | $ 49,094 | $ 39,432 | $ 28,625 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Millions | May 19, 2020USD ($)shares | May 19, 2020shares | May 15, 2020$ / sharesshares | Jul. 03, 2018USD ($)$ / sharesshares | Dec. 31, 2020Voteshares | Dec. 31, 2019shares | Dec. 31, 2018shares |
Class of Stock [Line Items] | |||||||
Preferred stock, issued (in shares) | 0 | 0 | |||||
Preferred stock, outstanding (in shares) | 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 | ||||||
Common stock issued (in shares) | 0 | 0 | 0 | ||||
Class B Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock holders voting right | Vote | 10 | ||||||
Common stock converted (in shares) | 0 | 0 | 0 | ||||
Class C Capital Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock holders voting right | Vote | 0 | ||||||
Shares issued and sold (in shares) | 8,000,000 | ||||||
Net proceeds from public offering | $ | $ 360.3 | ||||||
Public offering price (usd per share) | $ / shares | $ 57 | ||||||
Class C Capital Stock | Public Stock Offering | |||||||
Class of Stock [Line Items] | |||||||
Shares issued and sold (in shares) | 8,800,000 | 6,557,017 | |||||
Sale of stock, price per share (usd per share) | $ / shares | $ 48 | ||||||
Net proceeds from public offering | $ | $ 411.5 | ||||||
Class C Capital Stock | Over-Allotment Option | |||||||
Class of Stock [Line Items] | |||||||
Shares issued and sold (in shares) | 800,000 | 855,263 |
Shareholders' Equity - Common a
Shareholders' Equity - Common and Capital Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Option awards outstanding (in shares) | 20,051,051 | 29,634,296 |
Total (in shares) | 56,577,282 | 52,269,533 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Shares issuable upon conversion of outstanding Class B common stock (in shares) | 6,217,447 | 6,217,447 |
Option Awards | ||
Class of Stock [Line Items] | ||
Option awards outstanding (in shares) | 20,051,051 | 29,634,296 |
Option Awards | 2011 Plan | ||
Class of Stock [Line Items] | ||
Stock available for grant (in shares) | 16,175,125 | 1,466,856 |
Option Awards | 2019 Equity Inducement Plan | ||
Class of Stock [Line Items] | ||
Stock available for grant (in shares) | 6,817,102 | 7,898,167 |
Restricted Stock Units | ||
Class of Stock [Line Items] | ||
Restricted stock units outstanding (in shares) | 7,316,557 | 7,052,767 |
Share-Based Awards - Additional
Share-Based Awards - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 09, 2020 | Aug. 08, 2019 | Feb. 21, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 56,577,282 | 52,269,533 | ||||
Total intrinsic value of shares | $ 564,300 | $ 51,100 | $ 161,400 | |||
Share-based compensation | 197,550 | 198,902 | 149,084 | |||
Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Accelerated vesting period from departure date | 18 months | |||||
Exercisable period from final date | 90 days | |||||
Share-based compensation | 26,400 | |||||
Minimum | Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected volatility | 46.00% | |||||
Risk-free interest rate | 2.47% | |||||
Weighted-average expected life | 3 years 10 months 2 days | |||||
Maximum | Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected volatility | 47.00% | |||||
Risk-free interest rate | 2.49% | |||||
Weighted-average expected life | 5 years 3 months | |||||
Zillow Group, Inc. 2020 Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 12,400,000 | |||||
Increase in number of shares of common and capital stock available for issuance, percentage | 5.00% | |||||
Exercise price per share fixed | 100.00% | |||||
2019 Equity Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 10,000,000 | |||||
Exercise price per share fixed | 100.00% | |||||
Option Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized cost of unvested share-based compensation awards | $ 185,200 | |||||
Unrecognized compensation cost expected recognition period | 2 years 6 months | |||||
Fair value of options | $ 85,200 | $ 100,100 | $ 87,700 | |||
Option Awards | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected volatility | 45.00% | 45.00% | 42.00% | |||
Risk-free interest rate | 0.22% | 1.60% | 2.52% | |||
Weighted-average expected life | 4 years 6 months | 4 years 9 months | 4 years 6 months | |||
Option Awards | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected volatility | 52.00% | 47.00% | 45.00% | |||
Risk-free interest rate | 0.93% | 2.53% | 2.84% | |||
Weighted-average expected life | 5 years 6 months | 5 years 3 months | 5 years | |||
Option Awards | Zillow Group, Inc. 2020 Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement by share based payment, award maximum exercisable period | 12 months | |||||
Expiration period | 10 years | |||||
Vesting percentage | 25.00% | |||||
Option Awards | Zillow Group, Inc. 2020 Incentive Plan | Vesting, Option One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 12 months | |||||
Option Awards | Zillow Group, Inc. 2020 Incentive Plan | Vesting, Option Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Option Awards | Zillow Group, Inc. 2020 Incentive Plan | Vesting, Option Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Option Awards | 2019 Equity Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement by share based payment, award maximum exercisable period | 12 months | |||||
Expiration period | 10 years | |||||
Vesting percentage | 25.00% | |||||
Share based compensation arrangement by share based payment, award minimum exercisable period | 3 months | |||||
Option Awards | 2019 Equity Inducement Plan | Vesting, Option One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 12 months | |||||
Option Awards | 2019 Equity Inducement Plan | Vesting, Option Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost expected recognition period | 2 years 8 months 12 days | |||||
Total fair value of awards vested | $ 124,800 | $ 89,900 | $ 62,000 | |||
Total unrecognized compensation cost | $ 326,700 | |||||
Restricted Stock Units | Zillow Group, Inc. 2020 Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
Restricted Stock Units | Zillow Group, Inc. 2020 Incentive Plan | Vesting, Option One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 12 months | |||||
Restricted Stock Units | Zillow Group, Inc. 2020 Incentive Plan | Vesting, Option Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Restricted Stock Units | Zillow Group, Inc. 2020 Incentive Plan | Vesting, Option Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Restricted Stock Units | 2019 Equity Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
Restricted Stock Units | 2019 Equity Inducement Plan | Vesting, Option One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 12 months | |||||
Restricted Stock Units | 2019 Equity Inducement Plan | Vesting, Option Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years |
Share-Based Awards - Summary of
Share-Based Awards - Summary of Option Award (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares Subject to Existing Options | ||
Beginning Balance (in shares) | 29,634,296 | |
Granted (in shares) | 5,247,971 | |
Exercised (in shares) | (13,744,571) | |
Forfeited or cancelled (in shares) | (1,086,645) | |
Ending Balance (in shares) | 20,051,051 | 29,634,296 |
Vested and exercisable ending balance (in shares) | 9,742,851 | |
Weighted- Average Exercise Price Per Share | ||
Beginning Balance (usd per share) | $ 35.95 | |
Granted (usd per share) | 53.47 | |
Exercised (usd per share) | 32.31 | |
Forfeited or cancelled (usd per share) | 42.51 | |
Ending Balance (usd per share) | 42.68 | $ 35.95 |
Vested and exercisable (usd per share) | $ 38.37 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted-Average Remaining Contractual Life, Outstanding | 7 years 2 months 19 days | 6 years 3 months 10 days |
Weighted-Average Remaining Contractual Life, Vested and exercisable | 5 years 10 months 28 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||
Aggregate Intrinsic Value, Outstanding | $ 1,751,105 | $ 331,107 |
Aggregate Intrinsic Value Vested, and exercisable | $ 894,291 |
Share-Based Awards - Fair Value
Share-Based Awards - Fair Value of Options Granted, Estimated at Date of Grant Using Black Scholes Merton Option Pricing Model (Detail) - Option Awards - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average fair value of options granted (usd per share) | $ 22.50 | $ 16.52 | $ 19.11 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 45.00% | 45.00% | 42.00% |
Risk-free interest rate | 0.22% | 1.60% | 2.52% |
Weighted-average expected life | 4 years 6 months | 4 years 9 months | 4 years 6 months |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 52.00% | 47.00% | 45.00% |
Risk-free interest rate | 0.93% | 2.53% | 2.84% |
Weighted-average expected life | 5 years 6 months | 5 years 3 months | 5 years |
Share-Based Awards - Summary _2
Share-Based Awards - Summary of Restricted Stock Units Activity (Detail) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Restricted Stock Units | |
Beginning balance (in shares) | shares | 7,052,767 |
Granted (in shares) | shares | 4,180,245 |
Vested (in shares) | shares | (3,013,365) |
Forfeited or cancelled (in shares) | shares | (903,090) |
Ending balance (in shares) | shares | 7,316,557 |
Weighted- Average Grant- Date Fair Value | |
Unvested outstanding, beginning balance (usd per share) | $ / shares | $ 40.01 |
Granted (usd per share) | $ / shares | 55.83 |
Vested (usd per share) | $ / shares | 41.40 |
Forfeited or cancelled (usd per share) | $ / shares | 42.70 |
Unvested outstanding, ending balance (usd per share) | $ / shares | $ 48.14 |
Share-Based Awards - Effects of
Share-Based Awards - Effects of Share Based Compensation in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation | $ 197,550 | $ 198,902 | $ 149,084 |
Cost of revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation | 5,741 | 3,978 | 4,127 |
Sales and marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation | 33,110 | 25,126 | 22,942 |
Technology and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation | 81,820 | 69,921 | 56,673 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation | $ 76,879 | $ 99,877 | $ 65,342 |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class A Common Stock and Class C Capital Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total Class A common stock and Class C capital stock equivalents (in shares) | 58,631 | 26,791 | 28,085 |
Class A Common Stock and Class C Capital Stock | Weighted average | Option Awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total Class A common stock and Class C capital stock equivalents (in shares) | 25,913 | 19,183 | 22,736 |
Class A Common Stock and Class C Capital Stock | Weighted average | Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total Class A common stock and Class C capital stock equivalents (in shares) | 8,198 | 6,765 | 4,949 |
September 1, 2026 | Convertible Debt | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Conversion Spread (in shares) | 11,492 | ||
Conversion price per share (usd per share) | $ 43.51 | ||
May 15, 2025 | Convertible Debt | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Conversion Spread (in shares) | 8,408 | ||
Conversion price per share (usd per share) | $ 67.20 | ||
September 1, 2024 | Convertible Debt | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Conversion Spread (in shares) | 15,468 | ||
Conversion price per share (usd per share) | $ 43.51 | ||
July 1, 2023 | Convertible Debt | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Conversion Spread (in shares) | 4,769 | ||
Conversion price per share (usd per share) | $ 78.37 | ||
Class A common stock issuable upon conversion of the convertible notes due in 2020 | Class A Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total Class A common stock and Class C capital stock equivalents (in shares) | 338 | 404 | 400 |
Class C capital stock issuable upon conversion of the convertible notes maturing in 2021, 2023, 2024, 2025 and 2026 | Class C Capital Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total Class A common stock and Class C capital stock equivalents (in shares) | 24,182 | 439 | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Purchase Commitments for Content Related to Mobile Applications and Websites (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 61,962 |
2022 | 48,418 |
2023 | 41,004 |
2024 | 394 |
2025 | 60 |
Total future purchase commitments | $ 151,838 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) | Jun. 20, 2017USD ($) | Feb. 09, 2017USD ($) | Dec. 31, 2020USD ($) | Sep. 18, 2020petitionpatent | Jul. 21, 2020patent | Dec. 31, 2019USD ($) | Sep. 17, 2019patent | Feb. 28, 2018claim | Feb. 16, 2018claim | Feb. 05, 2018claim | Dec. 31, 2017claim |
Other Commitments [Line Items] | |||||||||||
Purchase commitment, remaining minimum amount committed | $ 287,400,000 | ||||||||||
Outstanding letters of credit | 16,900,000 | $ 16,900,000 | |||||||||
Outstanding surety bonds | $ 10,100,000 | $ 10,200,000 | |||||||||
Number of patents infringed | patent | 3 | 5 | 7 | ||||||||
Number of petitions filed | petition | 4 | ||||||||||
VHT Vs Zillow Group Inc. | |||||||||||
Other Commitments [Line Items] | |||||||||||
Jury awarded damages | $ 4,100,000 | ||||||||||
VHT Vs Zillow Group Inc. | Actual Damages | |||||||||||
Other Commitments [Line Items] | |||||||||||
Jury awarded damages | $ 79,875 | ||||||||||
VHT Vs Zillow Group Inc. | Statutory Damages | |||||||||||
Other Commitments [Line Items] | |||||||||||
Jury awarded damages | $ 8,200,000 | ||||||||||
Class Action Lawsuits | |||||||||||
Other Commitments [Line Items] | |||||||||||
Number of pending claims | claim | 2 | ||||||||||
Shareholder Derivative Lawsuits | |||||||||||
Other Commitments [Line Items] | |||||||||||
Number of pending claims | claim | 4 | 2 | 2 |
Self-Insurance - Additional Inf
Self-Insurance - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Insurance [Abstract] | ||
Percentage of cumulative medical claim under self insurance plan (percent exceeded) | 125.00% | |
Limit of medical claim under self insurance plan (limit) | $ 1,000,000 | |
Minimum amount of individual claim under self insurance plan | 500,000 | |
Liability for self-insured claims included in accrued compensation and benefits | $ 4,200,000 | $ 3,600,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - Zillow Merger - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Company's contribution based on employee contribution (up to) | 4.00% | ||
Company's expense related to its defined contribution 401(k) retirement plans | $ 25.6 | $ 20.8 | $ 16 |
Segment Information and Reven_3
Segment Information and Revenue - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 3 |
Segment Information and Reven_4
Segment Information and Revenue - Revenue Categories (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenue: | ||||
Revenue | $ 3,339,817 | $ 2,742,837 | $ 1,333,554 | |
Costs and Expenses [Abstract] | ||||
Cost of revenue | 1,756,395 | 1,432,021 | 153,590 | |
Sales and marketing | 672,816 | 714,128 | 552,621 | |
Technology and development | 518,072 | 477,347 | 410,818 | |
General and administrative | 357,122 | 366,176 | 262,153 | |
Impairment costs | 76,800 | 0 | 79,000 | |
Acquisition-related costs | 0 | 0 | 2,332 | |
Integration costs | 0 | 650 | 2,015 | |
Total costs and expenses | 3,381,205 | 2,990,322 | 1,462,529 | |
Loss from operations | (41,388) | (247,485) | (128,975) | |
Other income | 25,529 | 39,658 | 19,270 | |
Interest expense | (155,227) | (101,792) | (41,255) | |
Loss before income taxes | (169,638) | (309,619) | (150,960) | |
Homes | ||||
Revenue: | ||||
Revenue | 1,715,375 | 1,365,250 | 52,365 | |
Costs and Expenses [Abstract] | ||||
Cost of revenue | [1] | 1,621,040 | 1,315,345 | 49,392 |
Sales and marketing | 190,829 | 171,634 | 17,134 | |
Technology and development | 119,885 | 78,994 | 21,351 | |
General and administrative | 87,071 | 81,407 | 22,002 | |
Impairment costs | 0 | 0 | 0 | |
Acquisition-related costs | 0 | 0 | 0 | |
Integration costs | 0 | 0 | 0 | |
Total costs and expenses | 2,018,825 | 1,647,380 | 109,879 | |
Loss from operations | (303,450) | (282,130) | (57,514) | |
Other income | 0 | 0 | 0 | |
Interest expense | (16,804) | (29,990) | (2,177) | |
Loss before income taxes | (320,254) | (312,120) | (59,691) | |
Homes | Zillow Offers | ||||
Revenue: | ||||
Revenue | 1,710,535 | 1,365,250 | 52,365 | |
Homes | Premier Agent | ||||
Revenue: | ||||
Revenue | 0 | 0 | 0 | |
Homes | Other | ||||
Revenue: | ||||
Revenue | 4,840 | 0 | 0 | |
Homes | Mortgages | ||||
Revenue: | ||||
Revenue | 0 | 0 | 0 | |
IMT | ||||
Revenue: | ||||
Revenue | 1,450,232 | 1,276,896 | 1,201,143 | |
Costs and Expenses [Abstract] | ||||
Cost of revenue | [1] | 104,091 | 98,522 | 96,693 |
Sales and marketing | 422,385 | 488,909 | 502,785 | |
Technology and development | 367,070 | 365,769 | 363,712 | |
General and administrative | 225,102 | 243,636 | 220,564 | |
Impairment costs | 73,900 | 0 | 75,000 | |
Acquisition-related costs | 0 | 0 | 27 | |
Integration costs | 0 | 0 | 0 | |
Total costs and expenses | 1,192,548 | 1,196,836 | 1,258,781 | |
Loss from operations | 257,684 | 80,060 | (57,638) | |
Other income | 5,300 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | |
Loss before income taxes | 262,984 | 80,060 | (57,638) | |
IMT | Zillow Offers | ||||
Revenue: | ||||
Revenue | 0 | 0 | 0 | |
IMT | Premier Agent | ||||
Revenue: | ||||
Revenue | 1,046,954 | 923,876 | 898,332 | |
IMT | Other | ||||
Revenue: | ||||
Revenue | 403,278 | 353,020 | 302,811 | |
IMT | Mortgages | ||||
Revenue: | ||||
Revenue | 0 | 0 | 0 | |
Mortgages | ||||
Revenue: | ||||
Revenue | 174,210 | 100,691 | 80,046 | |
Costs and Expenses [Abstract] | ||||
Cost of revenue | [1] | 31,264 | 18,154 | 7,505 |
Sales and marketing | 59,602 | 53,585 | 32,702 | |
Technology and development | 31,117 | 32,584 | 25,755 | |
General and administrative | 44,949 | 41,133 | 19,587 | |
Impairment costs | 2,900 | 0 | 4,000 | |
Acquisition-related costs | 0 | 0 | 2,305 | |
Integration costs | 0 | 650 | 2,015 | |
Total costs and expenses | 169,832 | 146,106 | 93,869 | |
Loss from operations | 4,378 | (45,415) | (13,823) | |
Other income | 2,369 | 1,409 | 244 | |
Interest expense | (2,233) | (956) | (132) | |
Loss before income taxes | 4,514 | (44,962) | (13,711) | |
Mortgages | Zillow Offers | ||||
Revenue: | ||||
Revenue | 0 | 0 | 0 | |
Mortgages | Premier Agent | ||||
Revenue: | ||||
Revenue | 0 | 0 | 0 | |
Mortgages | Other | ||||
Revenue: | ||||
Revenue | 0 | 0 | 0 | |
Mortgages | Mortgages | ||||
Revenue: | ||||
Revenue | $ 174,210 | $ 100,691 | $ 80,046 | |
[1] | ____________________ |
Segment Information and Reven_5
Segment Information and Revenue - Depreciation and Amortization Expense and Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Depreciation and amortization | $ 110,031 | $ 87,467 | $ 99,391 |
Share-based compensation expense | 197,550 | 198,902 | 149,084 |
Homes | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Depreciation and amortization | 13,315 | 8,414 | 1,323 |
Share-based compensation expense | 48,166 | 32,390 | 7,731 |
IMT | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Depreciation and amortization | 89,862 | 73,369 | 91,232 |
Share-based compensation expense | 134,691 | 150,434 | 131,404 |
Mortgages | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Depreciation and amortization | 6,854 | 5,684 | 6,836 |
Share-based compensation expense | $ 14,693 | $ 16,078 | $ 9,949 |
Segment Information and Reven_6
Segment Information and Revenue - Reconciliation of Segment Gross Profit and Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Loss before income taxes | $ (169,638) | $ (309,619) | $ (150,960) |
Corporate interest expense | (155,227) | (101,792) | (41,255) |
Corporate other income | 25,529 | 39,658 | 19,270 |
Gain on extinguishment of 2021 Notes | 1,448 | 0 | 0 |
Consolidated loss before income taxes | (169,638) | (309,619) | (150,960) |
Operating Segments | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Loss before income taxes | (52,756) | (277,022) | (131,040) |
Consolidated loss before income taxes | (52,756) | (277,022) | (131,040) |
Corporate | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Corporate interest expense | (136,190) | (70,846) | (38,946) |
Corporate other income | $ 17,860 | $ 38,249 | $ 19,026 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event - USD ($) | Feb. 06, 2021 | Feb. 04, 2021 |
ShowingTime.com, Inc. | ||
Subsequent Event [Line Items] | ||
Payments to acquire businesses, gross | $ 500,000,000 | |
Comerica Bank | Line of Credit | ||
Subsequent Event [Line Items] | ||
Maximum Borrowing Capacity | $ 100,000,000 |
Uncategorized Items - z-2020123
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201409Member |