Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40599 | |
Entity Registrant Name | BLEND LABS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-5211045 | |
Entity Address, Address Line One | 415 Kearny Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94108 | |
City Area Code | 650 | |
Local Phone Number | 550-4810 | |
Title of 12(b) Security | Class A common stock, par value $0.00001 per share | |
Trading Symbol | BLND | |
Security Exchange Name | NYSE | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001855747 | |
Amendment Flag | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | No | |
Entity Ex Transition Period | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 214,195,672 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,883,331 | |
Class C Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 369,726 | $ 41,092 |
Marketable securities | 83,959 | 110,631 |
Trade and other receivables | 36,659 | 14,981 |
Prepaid expenses and other current assets | 27,062 | 19,268 |
Restricted cash | 0 | 173 |
Total current assets | 517,406 | 186,145 |
Property and equipment, net | 8,596 | 4,594 |
Operating lease right-of-use assets | 15,070 | 12,685 |
Intangible assets, net | 194,175 | 1,208 |
Goodwill | 284,798 | 0 |
Deferred contract costs | 3,939 | 5,414 |
Restricted cash, non-current | 5,357 | 5,023 |
Other non-current assets | 14,196 | 676 |
Total assets | 1,043,537 | 215,745 |
Current liabilities: | ||
Accounts payable | 6,273 | 3,437 |
Deferred revenue | 11,478 | 13,622 |
Accrued compensation | 13,819 | 9,060 |
Other current liabilities | 29,693 | 8,910 |
Acquisition consideration payable | 195,577 | 0 |
Total current liabilities | 256,840 | 35,029 |
Operating lease liabilities, non-current | 14,555 | 14,004 |
Other long-term liabilities | 14,423 | 3,375 |
Acquisition consideration expected to be funded from long-term debt proceeds | 225,000 | 0 |
Total liabilities | 510,818 | 52,408 |
Commitments and contingencies (Note 7) | ||
Redeemable noncontrolling interest | 46,266 | 0 |
Stockholders’ equity: | ||
Preferred stock | 702,940 | 385,225 |
Additional paid-in capital | 77,661 | 50,968 |
Accumulated other comprehensive income (loss) | 4 | (5) |
Accumulated deficit | (294,153) | (272,852) |
Total stockholders’ equity | 486,453 | 163,337 |
Total liabilities, redeemable noncontrolling interest and stockholders’ equity | 1,043,537 | 215,745 |
Founders Convertible Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Convertible Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock | 702,940 | 385,225 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred Stock, Shares Authorized (in shares) | 149,566,300 | 127,097,070 |
Preferred Stock, Shares Issued (in shares) | 146,180,902 | 121,352,684 |
Preferred Stock, Shares Outstanding (in shares) | 146,180,902 | 121,352,684 |
Preferred Stock, Aggregate Liquidation Preference (in thousands) | $ 710,477 | $ 387,841 |
Founders Convertible Preferred Stock | ||
Preferred Stock, Par Value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized (in shares) | 1,026,008 | 1,026,008 |
Preferred Stock, Shares Issued (in shares) | 691,666 | 1,026,007 |
Preferred Stock, Shares Outstanding (in shares) | 691,666 | 1,026,007 |
Convertible Preferred Stock | ||
Preferred Stock, Par Value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized (in shares) | 149,566,300 | 127,097,070 |
Preferred Stock, Shares Issued (in shares) | 146,180,902 | 121,352,684 |
Preferred Stock, Shares Outstanding (in shares) | 146,180,902 | 121,352,684 |
Preferred Stock, Aggregate Liquidation Preference (in thousands) | $ 710,477 | $ 387,841 |
Class A Common Stock | ||
Common Stock, Par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized (in shares) | 198,765,859 | 143,161,807 |
Common Stock, Shares Issued (in shares) | 14,880,393 | 15,038,726 |
Common Stock, Shares Outstanding (in shares) | 14,880,393 | 15,038,726 |
Class B Common Stock | ||
Common Stock, Par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized (in shares) | 286,666,667 | 228,333,333 |
Common Stock, Shares Issued (in shares) | 45,259,907 | 32,908,824 |
Common Stock, Shares Outstanding (in shares) | 45,259,907 | 32,908,824 |
Common Stock, Early Exercised Stock Options (in shares) | 3,110,044 | 495,650 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 32,062 | $ 21,920 | $ 63,937 | $ 37,523 |
Cost of revenue | 12,360 | 8,665 | 23,220 | 16,023 |
Gross profit | 19,702 | 13,255 | 40,717 | 21,500 |
Operating expenses: | ||||
Research and development | 20,884 | 14,675 | 37,958 | 26,496 |
Sales and marketing | 18,271 | 11,557 | 34,136 | 24,987 |
General and administrative | 20,181 | 7,830 | 35,464 | 13,908 |
Total operating expenses | 59,336 | 34,062 | 107,558 | 65,391 |
Loss from operations | (39,634) | (20,807) | (66,841) | (43,891) |
Other income (expense), net | 112 | 239 | 262 | 479 |
Loss before income taxes | (39,522) | (20,568) | (66,579) | (43,412) |
Income tax benefit (expense) | 45,288 | (6) | 45,278 | (13) |
Net income (loss) | 5,766 | (20,574) | (21,301) | (43,425) |
Less: Undistributed earnings attributable to participating securities | (5,766) | 0 | 0 | 0 |
Less: Undistributed earnings attributable to participating securities | (5,766) | 0 | 0 | 0 |
Net income (loss) attributable to common stockholders | 0 | (20,574) | (21,301) | (43,425) |
Net income (loss) attributable to common stockholders | $ 0 | $ (20,574) | $ (21,301) | $ (43,425) |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0 | $ (0.53) | $ (0.44) | $ (1.14) |
Diluted (in dollars per share) | $ 0 | $ (0.53) | $ (0.44) | $ (1.14) |
Weighted average shares used in calculating net income (loss) per share: | ||||
Basic (in shares) | 51,956 | 39,166 | 48,547 | 37,997 |
Diluted (in shares) | 77,864 | 39,166 | 48,547 | 37,997 |
Comprehensive income (loss): | ||||
Net income (loss) | $ 5,766 | $ (20,574) | $ (21,301) | $ (43,425) |
Unrealized (loss) gain on marketable securities | (6) | 175 | 9 | 3 |
Comprehensive income (loss) | $ 5,760 | $ (20,399) | $ (21,292) | $ (43,422) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Class A Common Stock | Class B Common Stock | Redeemable Noncontrolling Interest | Preferred StockFounders Convertible Preferred Stock | Preferred StockConvertible Preferred Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2019 | 1,026,000 | 110,898,000 | 12,898,000 | 26,035,000 | ||||||||
Beginning Balance at Dec. 31, 2019 | $ 134,967 | $ 0 | $ 306,820 | $ 0 | $ 1 | $ 26,288 | $ 93 | $ (198,235) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon exercise of stock options, net of repurchases (in shares) | 3,487,000 | |||||||||||
Issuance of common stock upon exercise of stock options, net of repurchases | 2,044 | 2,044 | ||||||||||
Vesting of early exercised stock options | 94 | 94 | ||||||||||
Stock-based compensation | 3,239 | 3,239 | ||||||||||
Other comprehensive income (loss), net | (172) | (172) | ||||||||||
Net income (loss) | (22,851) | (22,851) | ||||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 1,026,000 | 110,898,000 | 12,898,000 | 29,522,000 | ||||||||
Ending Balance at Mar. 31, 2020 | 117,321 | $ 0 | $ 306,820 | $ 0 | $ 1 | 31,665 | (79) | (221,086) | ||||
Beginning Balance (in shares) at Dec. 31, 2019 | 1,026,000 | 110,898,000 | 12,898,000 | 26,035,000 | ||||||||
Beginning Balance at Dec. 31, 2019 | 134,967 | $ 0 | $ 306,820 | $ 0 | $ 1 | 26,288 | 93 | (198,235) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Conversion of Class A to Class B common stock upon stock sales by former employees (in shares) | 666,666 | |||||||||||
Net income (loss) | (43,425) | |||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 1,026,000 | 110,898,000 | 12,231,000 | 31,470,000 | ||||||||
Ending Balance at Jun. 30, 2020 | 101,130 | $ 0 | $ 306,820 | $ 0 | $ 1 | 35,873 | 96 | (241,660) | ||||
Beginning Balance (in shares) at Mar. 31, 2020 | 1,026,000 | 110,898,000 | 12,898,000 | 29,522,000 | ||||||||
Beginning Balance at Mar. 31, 2020 | 117,321 | $ 0 | $ 306,820 | $ 0 | $ 1 | 31,665 | (79) | (221,086) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon exercise of stock options, net of repurchases (in shares) | 1,281,000 | |||||||||||
Issuance of common stock upon exercise of stock options, net of repurchases | 741 | 741 | ||||||||||
Vesting of early exercised stock options | 65 | 65 | ||||||||||
Stock-based compensation | 3,402 | 3,402 | ||||||||||
Other comprehensive income (loss), net | 175 | 175 | ||||||||||
Conversion of Class A to Class B common stock upon stock sales by former employees (in shares) | (667,000) | 667,000 | ||||||||||
Net income (loss) | (20,574) | (20,574) | ||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 1,026,000 | 110,898,000 | 12,231,000 | 31,470,000 | ||||||||
Ending Balance at Jun. 30, 2020 | 101,130 | $ 0 | $ 306,820 | $ 0 | $ 1 | 35,873 | 96 | (241,660) | ||||
Issuance costs | $ 299 | |||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 1,026,000 | 121,353,000 | 15,039,000 | 32,909,000 | ||||||||
Beginning Balance at Dec. 31, 2020 | 163,337 | $ 0 | $ 0 | $ 385,225 | $ 0 | $ 1 | 50,968 | (5) | (272,852) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of Series G Convertible Preferred Stock, net of issuance costs (in shares) | 22,419,000 | |||||||||||
Issuance of Series G Convertible Preferred Stock, net of issuance costs of $299 | 309,701 | $ 309,701 | ||||||||||
Exercise of convertible preferred stock warrants (in shares) | 2,075,000 | |||||||||||
Exercise of Convertible Preferred Stock warrants | 8,014 | $ 8,014 | ||||||||||
Issuance of common stock upon exercise of stock options, net of repurchases (in shares) | 4,773,000 | |||||||||||
Issuance of common stock upon exercise of stock options, net of repurchases | 4,172 | 4,172 | ||||||||||
Vesting of early exercised stock options | 157 | 157 | ||||||||||
Vesting of performance-based Convertible Preferred Stock warrants | 118 | 118 | ||||||||||
Stock-based compensation | 4,016 | 4,016 | ||||||||||
Conversion of Founders preferred stock to Series G during Series G Financing Round (in shares) | (334,000) | 334,000 | ||||||||||
Other comprehensive income (loss), net | 15 | 15 | ||||||||||
Net income (loss) | (27,067) | (27,067) | ||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 692,000 | 146,181,000 | 15,039,000 | 37,682,000 | ||||||||
Ending Balance at Mar. 31, 2021 | 462,463 | 0 | $ 0 | $ 702,940 | $ 0 | $ 1 | 59,431 | 10 | (299,919) | |||
Beginning Balance (in shares) at Dec. 31, 2020 | 1,026,000 | 121,353,000 | 15,039,000 | 32,909,000 | ||||||||
Beginning Balance at Dec. 31, 2020 | 163,337 | 0 | $ 0 | $ 385,225 | $ 0 | $ 1 | 50,968 | (5) | (272,852) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Conversion of Class A to Class B common stock upon stock sales by former employees (in shares) | 1 | |||||||||||
Net income (loss) | (21,301) | |||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 692,000 | 146,181,000 | 14,880,000 | 45,260,000 | ||||||||
Ending Balance at Jun. 30, 2021 | 486,453 | 46,266 | $ 0 | $ 702,940 | $ 0 | $ 1 | 77,661 | 4 | (294,153) | |||
Beginning Balance (in shares) at Mar. 31, 2021 | 692,000 | 146,181,000 | 15,039,000 | 37,682,000 | ||||||||
Beginning Balance at Mar. 31, 2021 | 462,463 | 0 | $ 0 | $ 702,940 | $ 0 | $ 1 | 59,431 | 10 | (299,919) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon exercise of stock options, net of repurchases (in shares) | 7,419,000 | |||||||||||
Issuance of common stock upon exercise of stock options, net of repurchases | 7,360 | 7,360 | ||||||||||
Vesting of early exercised stock options | 1,380 | 1,380 | ||||||||||
Stock-based compensation | 6,609 | 6,609 | ||||||||||
Other comprehensive income (loss), net | (6) | (6) | ||||||||||
Conversion of Class A to Class B common stock upon stock sales by former employees (in shares) | (159,000) | 159,000 | ||||||||||
Repayment of employee promissory note collateralized by common stock | 2,881 | 2,881 | ||||||||||
Noncontrolling interest recognized in connection with business combination | 46,266 | |||||||||||
Net income (loss) | 5,766 | 5,766 | ||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 692,000 | 146,181,000 | 14,880,000 | 45,260,000 | ||||||||
Ending Balance at Jun. 30, 2021 | $ 486,453 | $ 46,266 | $ 0 | $ 702,940 | $ 0 | $ 1 | $ 77,661 | $ 4 | $ (294,153) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net loss | $ (21,301) | $ (43,425) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 10,625 | 6,641 |
Depreciation and amortization | 1,654 | 2,430 |
Amortization of deferred contract costs | 2,611 | 1,631 |
Amortization of operating lease right-of-use assets | 1,135 | 1,144 |
Release of valuation allowance and change in deferred taxes | (46,511) | 0 |
Other | 829 | 151 |
Changes in operating assets and liabilities: | ||
Trade and other receivables | (1,898) | (7,270) |
Prepaid expenses and other assets, current and non-current | (6,904) | (2,397) |
Deferred contract costs, non-current | 1,475 | 821 |
Accounts payable | 1,671 | (409) |
Deferred revenue | (2,144) | (765) |
Accrued compensation | 1,372 | 619 |
Operating lease liabilities | (1,275) | (1,263) |
Other liabilities, current and non-current | 5,560 | 2,353 |
Net cash used in operating activities | (53,101) | (39,739) |
Investing activities | ||
Purchases of marketable securities | (48,852) | (66,203) |
Sales of marketable securities | 0 | 30,447 |
Maturities of marketable securities | 74,832 | 57,675 |
Purchases of property and equipment | (525) | (541) |
Purchase of other investment | (3,000) | 0 |
Cash acquired in connection with business combination | 16,834 | 0 |
Purchases of intangible assets | 0 | (9) |
Net cash provided by investing activities | 39,289 | 21,369 |
Financing activities | ||
Repurchases of unvested early exercised stock options | (11) | (16) |
Proceeds from exercises of stock options, including early exercises | 23,388 | 2,993 |
Proceeds from issuance of Convertible Preferred Stock, net of issuance costs | 309,701 | 0 |
Payment of deferred offering costs | (2,970) | 0 |
Proceeds from exercises of Convertible Preferred Stock warrants | 10,172 | 0 |
Repayment of employee promissory note collateralized by common stock | 2,881 | 0 |
Payment of debt issuance costs | (554) | 0 |
Net cash provided by financing activities | 342,607 | 2,977 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 328,795 | (15,393) |
Cash, cash equivalents, and restricted cash at beginning of period | 46,288 | 28,462 |
Cash, cash equivalents, and restricted cash at end of period | 375,083 | 13,069 |
Reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets: | ||
Cash and cash equivalents | 369,726 | 7,253 |
Restricted cash | 5,357 | 5,816 |
Total cash, cash equivalents, and restricted cash | 375,083 | 13,069 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 45 | 3 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Acquisition cash consideration not yet paid | 420,938 | 0 |
Deferred offering costs not yet paid | 4,830 | 0 |
Vesting of early exercised stock options | 1,537 | 159 |
Additions of property and equipment included in accrued expenses | $ 57 | $ 15 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business Blend Labs, Inc. (the “Company,” “Blend,” “we,” “us,” or “our”) was incorporated on April 17, 2012. The Company offers a cloud-based software platform for financial services firms that is designed to power the end-to-end consumer journey for banking products. The Company’s solution makes the journey from application to close fast, simple, and transparent for consumers, while helping financial services firms increase productivity, deepen customer relationships, and deliver exceptional consumer experiences. Basis of Presentation, Principles of Consolidation, and Use of Estimates The accompanying unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, the unaudited condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2021 and 2020, the unaudited condensed consolidated statements of redeemable noncontrolling interest and stockholders’ equity for the three and six months ended June 30, 2021 and 2020, and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 reflect all adjustments that are of a normal, recurring nature and that are considered necessary for a fair presentation of the results for the periods shown in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting periods. Accordingly, certain information and footnote disclosures have been condensed or omitted that would ordinarily be required under U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 15, 2021 (the “Prospectus”). The accompanying unaudited condensed consolidated financial statements include the accounts of Blend Labs, Inc. and its subsidiaries in which the Company holds a controlling financial interest. Noncontrolling interest represents the minority stockholder’s share of the net income and equity in a consolidated subsidiary. All intercompany balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the amounts reported in the financial statements and the notes thereto. Actual results may differ from those estimates. Such estimates include, but are not limited to, estimates of variable consideration, estimates of standalone selling prices of performance obligations in customer contracts with multiple performance obligations, evaluation of contingencies, evaluation of collectability of accounts receivable, determination of reserves for title and escrow losses, determination of period of benefit for deferred contract costs, determination of the incremental borrowing rates used in calculations of lease liabilities, determination of fair value of stock-based compensation, valuation of realizability of deferred tax assets, valuation of acquired intangible assets, determination of useful lives of tangible and intangible assets, and assessment of impairment of goodwill and intangible assets. Reverse Stock Split On June 29, 2021, the Company’s board of directors approved a three-for-one reverse stock split of its capital stock, which the Company’s stockholders subsequently approved on July 2, 2021 and which became effective on July 2, 2021. The authorized number of shares of each class and series of the Company’s capital stock was proportionally decreased in accordance with the three-for-one reverse stock split, and the par value of each class of capital stock was not adjusted as a result of the reverse stock split. All common stock, Convertible Preferred Stock, stock options, warrants, and per share information presented within these unaudited condensed consolidated financial statements have been adjusted to reflect this reverse stock split on a retroactive basis for all periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in “Index to Consolidated Financial Statements – Note 2. Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements in its Prospectus. There have been no significant changes to these policies during the three and six months ended June 30, 2021, other than as described below. Business Combinations On June 30, 2021, the Company completed its acquisition and obtained control of 90.1% of Title365 (refer to Note 8, “Business Combinations. ”) The Company accounts for acquisitions in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations . Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquired business are recognized and measured as of the acquisition date at fair value, which is based on best estimates and assumptions as of the acquisition date. Such estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquired business exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Transaction costs directly attributable to the acquisition are expensed as incurred. Upon acquisition, the accounts and results of operations of the acquired business are consolidated as of and subsequent to the acquisition date. Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred in a business combination over the aggregate fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment annually, or more frequently, if events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. Acquired intangible assets are recorded at their estimated fair value at the date of acquisition. Determination of the fair value of the acquired customer relationships and licenses involves significant estimates and assumptions related to revenue forecasts, discount rates, customer attrition rates, and replacement costs. Determination of estimated useful lives of intangible assets requires significant judgment, and the Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives of finite-lived intangible assets may warrant revision. Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Redeemable Noncontrolling Interest The Company’s 90.1% ownership of Title365 results in recognition of 9.9% noncontrolling interest, which represents the minority stockholder’s share of the net income and equity in Title365. The Title365 stockholders agreement includes a provision whereby the Company has a call option to purchase the 9.9% noncontrolling interest at a purchase price equal to the greater of (1) $49.5 million plus an amount of interest calculated using an interest rate of 5.0% per annum compounding annually; or (2) 4.4 multiplied by the trailing 12-month EBITDA (the “Title365 Call Option”). The Title365 Call Option is exercisable beginning 2 years following the acquisition closing date. The noncontrolling interest holder also holds an option to compel the Company to purchase the remaining 9.9% noncontrolling interest at a price calculated in the same manner as the Title365 Call Option (the “Title365 Put Option”). The Title365 Put Option is exercisable beginning 5 years following the acquisition closing date. Neither the Title365 Call Option nor the Title365 Put Option have an expiration date. As the Title365 Put Option is not solely within the Company’s control, the Company classified this interest as redeemable noncontrolling interest (“RNCI”) within the mezzanine equity section of the consolidated balance sheets. The RNCI is accreted to the redemption value under the interest method from the acquisition date through the date the Title365 Put Option becomes exercisable. At each balance sheet date, the RNCI is reported at the greater of the initial carrying amount adjusted for the RNCI's share of earnings or losses and other comprehensive income or loss, or its accreted redemption value. The changes in the redemption amount are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. The Company determined the initial carrying amount of the RNCI based on the selling stockholder’s interest in the estimated fair value of Title365 as of the transaction date. Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities, and trade accounts receivable. The Company maintains its cash equivalents primarily in money market funds and highly liquid investments that are issued or guaranteed by the United States government or its agencies. The following customers comprised 10% or more of the Company’s revenue for the following periods: Three Months Ended June 30, Six Months Ended June 30, Customer 2021 2020 2021 2020 A 14 % 13 % 13 % 14 % B N/A 1 11 % N/A 1 10 % (1) revenue from this customer did not exceed 10% in the period presented The following customers comprised 10% or more of the Company’s trade and unbilled receivables: Customer June 30, 2021 December 31, 2020 A 11 % 23 % C 12 % N/A 2 (2) trade and unbilled receivable balance from this customer did not exceed 10% as of the date presented Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees related to the Company’s initial public offering (“IPO”). The deferred offering costs will be offset against IPO proceeds (refer to Note 15, “ Subsequent Events. ”) As of June 30, 2021, deferred offering costs were $7.8 million and are included in other non-current assets on the unaudited condensed consolidated balance sheets. As of December 31, 2020, deferred offering costs were immaterial. Escrow or Trust Funds The Company administers escrow and trust deposits held at third-party financial institutions representing funds received under real estate contracts, escrowed funds received under escrow agreements, and undisbursed amounts received for settlement of mortgage and home equity loans. Cash held by the Company for these purposes was approximately $108.1 million and $2.0 million as of June 30, 2021 and December 31, 2020, respectively. These funds are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets; however, the Company remains contingently liable for the disposition of these funds on behalf of its customers. JOBS Act Accounting Election As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The Company intends to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The standard issued guidance on the accounting for income taxes that, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. For public business entities, this ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) , with amendments in 2021. This update provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) . The guidance simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20 that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance is effective for the Company for annual reporting periods, and interim reporting periods within those annual periods, beginning January 1, 2024. The ASU 2020-06 should be applied on a full or modified retrospective basis and early adoption is permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements. |
Revenue Recognition and Contrac
Revenue Recognition and Contract Costs | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition and Contract Costs | Revenue Recognition and Contract Costs Disaggregation of Revenue The following table provides information about disaggregated revenue from contracts with customers: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Platform services $ 30,959 $ 21,105 $ 62,042 $ 35,725 Professional services 1,103 815 1,895 1,798 Total revenue $ 32,062 $ 21,920 $ 63,937 $ 37,523 Contract Balances The following table provides information about contract assets and contract liabilities from contracts with customers as of June 30, 2021 and December 31, 2020: Contract Accounts Balance Sheet Line Reference As of June 30, 2021 As of December 31, 2020 (In thousands) Contract assets—current Prepaid expenses and other current assets $ 5,040 $ 7,079 Contract liabilities—current Deferred revenue, current $ 11,478 $ 13,622 There were no long-term contract assets or deferred revenue as of June 30, 2021 and December 31, 2020. During the three months ended June 30, 2021 and 2020, the Company recognized $6.8 million and $6.5 million, respectively, of revenue that was included in the deferred revenue balances at the beginning of the respective periods. During the six months ended June 30, 2021 and 2020, the Company recognized $9.9 million and $6.3 million, respectively, of revenue that was included in the deferred revenue balances at the beginning of the respective periods. During the three months ended June 30, 2021 and 2020, the Company recognized approximately $1.8 million and $4.1 million, respectively, of revenue from performance obligations satisfied in previous periods. During the six months ended June 30, 2021 and 2020, the Company recognized approximately $7.5 million and $3.9 million, respectively, of revenue from performance obligations satisfied in previous periods. The revenue recognized from performance obligations satisfied in the prior periods primarily related to changes in the transaction price, including changes in the estimate of variable consideration. Remaining Performance Obligations As of June 30, 2021, the aggregate amount of the transaction price allocated to the remaining performance obligations was $87.7 million, of which $50.2 million is expected to be recognized in the next twelve months and the remainder thereafter. These remaining performance obligations do not include estimates of variable consideration associated with usage-based contracts with termination rights and professional services. Deferred Contract Costs As of June 30, 2021 and December 31, 2020, total unamortized deferred contract costs were $8.2 million and $10.3 million, respectively, of which $4.3 million and $4.9 million was recorded within prepaid expenses and other current assets and $3.9 million and $5.4 million was recorded within deferred contract costs, non-current, on the unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Investments and Fair Value Measurements The carrying amount, unrealized gain and loss, and fair value of investments by major security type are as follows: June 30, 2021 Amortized Gross Gross Fair Value Fair Value Hierarchy (In thousands) Cash equivalents: Money market funds $ 50,504 $ — $ — $ 50,504 Level 1 Commercial paper 1,150 — — 1,150 Level 2 Total cash equivalents 51,654 — — 51,654 Marketable securities: U.S. treasury and agency securities 51,883 6 (4) 51,885 Level 2 Commercial paper 13,242 1 — 13,243 Level 2 Debt securities 13,830 1 — 13,831 Level 2 Certificates of deposit 5,000 — — 5,000 Level 2 Total marketable securities 83,955 8 (4) 83,959 Restricted cash, non-current: Certificates of deposit 335 — — 335 Level 2 Total $ 135,944 $ 8 $ (4) $ 135,948 December 31, 2020 Amortized Gross Gross Fair Value Fair Value Hierarchy (In thousands) Cash equivalents: Money market funds $ 24,036 $ — $ — $ 24,036 Level 1 Commercial paper 1,150 — — 1,150 Level 2 Total cash equivalents 25,186 — — 25,186 Marketable securities: U.S. treasury and agency securities 89,342 5 (5) 89,342 Level 2 Commercial paper 2,848 — — 2,848 Level 2 Debt securities 17,774 — (6) 17,768 Level 2 Certificates of deposit 673 — — 673 Level 2 Total marketable securities 110,637 5 (11) 110,631 Total $ 135,823 $ 5 $ (11) $ 135,817 The Company reports its investments at fair value on the unaudited condensed consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows: Level 1—Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. Level 3—Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The following table summarizes the stated maturities of the Company’s marketable securities: June 30, 2021 December 31, 2020 (In thousands) Due within one year $ 75,328 $ 110,631 Due after one year through two years 8,631 — Total marketable securities $ 83,959 $ 110,631 As of June 30, 2021 and December 31, 2020, marketable securities in an unrealized loss position were immaterial, individually and in the aggregate. The Company determines realized gains or losses on the sale of available-for-sale securities on a specific identification method. The Company did not recognize any impairment due to credit losses during the three and six months ended June 30, 2021 and 2020. |
Significant Balance Sheet Compo
Significant Balance Sheet Components | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |
Significant Balance Sheet Components | Significant Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: June 30, 2021 December 31, 2020 (In thousands) Contract assets $ 5,040 $ 7,079 Deferred contract costs 4,264 4,855 Preferred stock warrant exercise receivable — 2,158 Other prepaid expenses and other current assets 17,758 5,176 Total prepaid expenses and other current assets $ 27,062 $ 19,268 Property and Equipment, Net Property and equipment, net, consist of the following: June 30, 2021 December 31, 2020 (In thousands) Computer and software $ 6,565 $ 2,277 Furniture and fixtures 1,424 1,094 Leasehold improvements 4,454 4,455 Property and equipment, gross 12,443 7,826 Accumulated depreciation and amortization (3,847) (3,232) Total property and equipment, net $ 8,596 $ 4,594 Depreciation expense for the three months ended June 30, 2021 and 2020 was $0.3 million and $0.2 million, respectively. Depreciation expense for the six months ended June 30, 2021 and 2020 was $0.6 million and $0.5 million, respectively. Intangible Assets, Net Intangible assets consist of the following: Weighted Average Remaining Amortization June 30, 2021 December 31, 2020 (In Years) (In thousands) Intangible assets subject to amortization: Acquired customer relationships 11 $ 192,000 $ — Internally developed software < 1 11,391 11,391 Domain name 10 210 210 Less: accumulated amortization (11,426) (10,393) Total finite-lived intangible assets, net 192,175 1,208 Indefinite-lived intangible assets: Acquired licenses 2,000 — Total intangible assets, net $ 194,175 $ 1,208 Amortization expense of intangible assets for the three months ended June 30, 2021 and 2020 was $0.6 million and $1.0 million, respectively. Amortization expense of intangible assets for the six months ended June 30, 2021 and 2020 was $1.1 million and $1.9 million, respectively. Total future amortization expense as of June 30, 2021 was as follows: Year ending December 31, (In thousands) 2021 (remainder of the year) $ 8,759 2022 17,472 2023 17,472 2024 17,472 2025 17,472 Thereafter 113,528 Total future amortization expense $ 192,175 Goodwill The changes in the carrying amount goodwill for the six months ended June 30, 2021 are as follows: (In thousands) Goodwill as of December 31, 2020 $ — Business combinations 284,798 Goodwill as June 30, 2021 $ 284,798 Note Receivable In January 2021, the Company made a $3.0 million investment in a privately-held company via a convertible promissory note. Interest accrues at 2% per annum and outstanding principal and accrued interest is due and payable at the earliest of (i) 60 months from the execution of the note, (ii) an initial public offering, or (iii) change in control, unless otherwise converted to shares of the issuer. The outstanding principal and unpaid accrued interest are convertible into 4,500,000 shares of the issuer’s Series Seed Preferred Stock either at the option of the issuer, upon a change in control, upon the issuer’s initial public offering, or upon a qualified equity financing. The conversion option is not bifurcated from the promissory note as the option does not meet the net settlement criteria of a derivative instrument definition due to the option not being readily convertible to cash. The Company also has a call option to merge the issuer with the Company for aggregate consideration of $500.0 million. The value of the call option was determined to be inconsequential. The note receivable is included within other non-current assets on the unaudited condensed consolidated balance sheets. Other Current Liabilities Other current liabilities consist of the following: June 30, 2021 December 31, 2020 (In thousands) Accrued expenses $ 1,217 $ 2,477 Accrued professional fees 11,357 701 Accrued connectivity fees 2,727 2,833 Operating lease liabilities, current portion 4,117 2,580 Other 10,275 319 Total other current liabilities $ 29,693 $ 8,910 The Company engaged a third party financial advisor to provide assistance in connection with the Title365 acquisition (refer to Note 8, “Business Combinations. ”) The fee for the advisory services consisted of $1.0 million paid upon execution of the definitive agreement, and a commitment to pay $4.0 million plus an additional discretionary fee of $1.0 million in an amount to be determined at the Company’s sole discretion, due only upon the consummation of the acquisition. As of June 30, 2021, $4.0 million of the advisory fee is included within accrued professional fees in the table above. Other Long-Term Liabilities Other long-term liabilities consist of the following: June 30, 2021 December 31, 2020 (In thousands) Deferred tax liabilities $ 604 $ — Early exercise liability 10,631 322 Payroll tax liabilities 2,695 3,053 Other liabilities 493 — Total other long-term liabilities $ 14,423 $ 3,375 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company leases its facilities under non-cancelable operating leases with various expiration dates. Leases may contain escalating payments. Restricted cash that is not available for use in the operations consists of collateral for standby letters of credit related to the Company’s office lease facilities. Restricted cash balances related to lease obligations as of June 30, 2021 and December 31, 2020 were $5.0 million and $5.2 million, respectively. The Company’s operating lease costs were $0.7 million and $0.8 million for the three months ended June 30, 2021 and 2020, respectively. The Company’s operating lease costs were $1.6 million for each of the six months ended June 30, 2021 and 2020. The Company’s operating lease costs include variable lease costs, which amounted to $0.5 million for each of the three months ended June 30, 2021 and 2020, and $0.9 million and $1.0 million for the six months ended June 30, 2021 and 2020, respectively. Variable lease costs are primarily comprised of maintenance costs and are determined based on the actual costs incurred during the period. Variable lease payments are expensed in the period incurred and not included in the measurement of lease assets and liabilities. The Company received sublease income of $0.3 million and $0.5 million for the three and six months ended June 30, 2020, respectively, which is recorded within Other income (expense), net, on the unaudited condensed consolidated statements of operations and comprehensive loss. The Company did not receive sublease income during the three and six months ended June 30, 2021. As of June 30, 2021 and December 31, 2020, the weighted average remaining operating lease term was 4.3 years and 5.1 years, respectively. The weighted average discount rate used to estimate operating lease liabilities for leases that existed as of June 30, 2021 and December 31, 2020 was 7.0% and 6.6%, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $1.7 million and $1.8 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, maturities of operating lease liabilities are as follows: Year ending December 31, (In thousands) Remainder of 2021 $ 2,882 2022 4,764 2023 4,925 2024 4,740 2025 2,945 Thereafter 1,370 Total lease payments 21,626 Less: imputed interest (2,954) Total operating lease liabilities $ 18,672 |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesFrom time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. There were no such material matters as of June 30, 2021 or December 31, 2020. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations On June 30, 2021, the Company acquired 90.1% of the shares of common stock of Title365, a title insurance agency, from Mr. Cooper Group Inc (“Mr. Cooper”). The Title365 acquisition will enable the Company’s customers to streamline the title, settlement, and closing process at scale for mortgages, home equity lines of credit, and home equity loans. The estimated purchase consideration as of the closing date was $421.1 million, which is subject to the post-closing adjustments based on the provisions of the purchase agreement. The cash portion of estimated consideration in the amount of $420.2 million was transferred on July 1, 2021; however, all closing conditions were satisfied and the control over Title365 transferred to the Company on June 30, 2021. In connection with the acquisition, on June 30, 2021, the Company entered into a credit agreement (refer to Note 15, “ Subsequent Events, ”) with the intent to utilize the debt financing proceeds to partially fund the payment of the Title365 purchase consideration, and as such, a portion of purchase consideration payable is presented within non-current liabilities on the unaudited condensed consolidated balance sheet. The Term Loan was funded on July 1, 2021. The preliminary purchase price allocation is as follows: Preliminary identifiable assets acquired and liabilities assumed (In thousands) Cash and cash equivalents $ 16,500 Trade and other receivables 19,783 Prepaid expenses and other current assets 7,703 Property and equipment, net 4,031 Operating lease right-of-use assets 3,520 Intangible assets 194,000 Restricted cash, non-current 335 Accounts payable (1,165) Accrued compensation (3,387) Other current liabilities (10,911) Operating lease liabilities, non-current (1,963) Other long-term liabilities (45,907) Net identifiable assets 182,539 Redeemable noncontrolling interest (46,266) Goodwill 284,798 Total estimated purchase consideration 421,071 Fair value of consideration transferred (In thousands) Consideration to be paid in cash 420,216 Fair value of replacement share-based payment awards 855 Total estimated purchase consideration 421,071 The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net identifiable assets acquired was allocated to goodwill, which is not expected to be deductible for tax purposes. The goodwill predominantly arises due to synergies the Company expects to achieve through integration of Title365 with the Company’s existing software platform, enabling financial services firms to automate title commitments and streamline communication with consumers and settlement teams. The acquired intangible assets consist of the following: Intangible assets Fair Value Weighted Average Remaining Useful Live (In thousands) (In years) Customer relationships 192,000 11 Licenses 2,000 Indefinite Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of the Title365 business. The fair value of customer relationships was estimated using the multi-period excess earnings method. The significant assumptions used in the valuation included the estimated annual net cash flows expected to be generated from the acquired customer portfolio (including appropriate revenue and profit attributable to the asset, attrition curve, tax rate, contributory asset charges, among other factors) and the discount rate. The economic useful life was determined by evaluating several factors, including the estimated cash flows used in the valuation. Licenses represent intangible assets that legally entitle the Company to conduct business in certain states. The fair value of licenses was determined using the replacement cost method. The significant assumptions used in the valuation included the estimated employee costs and other costs per license application. Title365 trade and other receivables includes approximately $8.6 million receivable from the 9.9% noncontrolling interest holder of Title365, related to the shortfall in estimated target cash amount as of the acquisition date in accordance with the terms of the stock purchase agreement. The receivable related to estimated target cash shortfall was collected on July 1, 2021. Restricted cash consists of certificates of deposit maintained to comply with regulatory requirements. Other long-term liabilities represents the deferred tax liability resulting primarily from the allocation of a portion of the purchase consideration to non-deductible identifiable intangible assets. The fair value of the redeemable noncontrolling interest in Title365 was determined based on the selling stockholder’s interest in the estimated fair value of Title365 as of the transaction date. The allocation of purchase price to acquired net identifiable assets, including intangible assets, is preliminary due to certain data not yet available, including but not limited to post-closing adjustments to purchase consideration based on the provisions of the purchase agreement and finalization of Title365 pre-acquisition opening balance sheet. In addition, the review of tax returns that provide the underlying tax basis of Title365 assets and liabilities is not yet complete, thus the provisional measurements of fair value of deferred tax liabilities set forth above are subject to change. The Company expects to finalize the allocation of the purchase price as soon as practical, but not later than one year from the acquisition date. The Company has incurred transaction costs of approximately $8.5 million in the six months ended June 30, 2021, which were recorded in general and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive loss. Since the business combination was closed on June 30, 2021, Title365 contribution of revenue and operating expenses to the Company’s unaudited condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2021 was immaterial. Unaudited Pro Forma Financial Information The following unaudited pro forma information gives effect to the acquisition of Title365 as if it had been completed on January 1, 2020 (the beginning of the comparable prior reporting period). The pro forma financial information presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2020, nor does it attempt to represent the results of future operations of the combined entities under the ownership and operation of the Company. The pro forma results of operations also do not include any cost savings or other synergies that may result from this business combination or any estimated costs that have been or will be incurred by the Company to integrate the acquired assets. These pro forma results are based on estimates and assumptions, and include the business combination accounting effects resulting from the transaction, including the amortization charges from acquired intangible assets, employee retention costs, interest expense associated with the credit facility proceeds, which were utilized to partially fund the payment of the purchase consideration, and other purchase accounting adjustments and the related tax effects as though the Company and Title365 were combined as of the beginning of January 1, 2020. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands, except per share amounts) Revenues $ 98,219 $ 73,641 $ 203,211 $ 132,584 Net loss (31,240) (28,449) (44,064) (12,858) Net income (loss) attributable to redeemable noncontrolling interest 806 (153) 2,002 485 Net loss attributable to Blend Labs, Inc. (32,046) (28,296) (46,066) (13,343) |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock Authorized shares of Convertible Preferred Stock below do not include 1,026,008 of Founders Convertible Preferred Stock authorized as of June 30, 2021 and December 31, 2020. The preferred stock authorized may be issued from time to time in one or more series. Subsequent to June 30, 2021 and immediately prior to the Company’s IPO, all outstanding shares of Convertible Preferred Stock automatically converted into shares of Class A common stock. The following table summarizes the Convertible Preferred Stock outstanding as of June 30, 2021, and the rights and preferences of the Company’s designated series preceding its IPO. June 30, 2021 Shares Shares Issued Net Carrying Aggregate (In thousands) Series A 15,483,330 15,483,316 $ 6,081 $ 6,107 Series B 12,180,448 12,180,443 10,642 10,975 Series B-1 8,382,809 8,382,807 9,927 10,000 Series C 15,583,719 15,583,713 37,923 38,000 Series D 33,334,113 32,064,181 112,802 114,232 Series D-1 4,317,726 2,202,310 8,672 8,671 Series E 27,624,259 27,624,249 130,945 131,311 Series F 9,906,985 9,906,980 76,247 76,558 Series G 22,752,911 22,752,903 309,701 314,623 149,566,300 146,180,902 $ 702,940 $ 710,477 December 31, 2020 Shares Shares Issued Net Carrying Aggregate ( In thousands) Series A 15,483,330 15,483,318 $ 6,081 $ 6,107 Series B 12,180,448 12,180,443 10,642 10,975 Series B-1 8,382,809 8,382,807 9,927 10,000 Series C 15,583,719 15,583,713 37,923 38,000 Series D 33,334,113 31,643,142 111,302 112,732 Series D-1 4,317,726 548,032 2,158 2,158 Series E 27,624,259 27,624,249 130,945 131,311 Series F 10,190,666 9,906,980 76,247 76,558 127,097,070 121,352,684 $ 385,225 $ 387,841 In the first quarter of 2021, the Company issued an aggregate of 22,418,562 shares of Series G Convertible Preferred Stock at a price of $13.827822 per share for total proceeds of approximately $309.7 million, net of issuance costs. The shares are convertible into fully paid shares of Class A common stock on a one-for-one basis. In addition, in the first quarter of 2021, the Company’s board of directors approved a secondary sale of an aggregate of 334,341 shares of the Company’s Founders Convertible Preferred Stock at a price per share of $13.827822 to the new Series G investors, and upon the effectiveness of the sale, the shares sold were exchanged with the Company for an equal number of shares of Series G Convertible Preferred Stock. There were no proceeds to the Company in connection with the secondary sale of Founders Preferred Stock and related exchange into Series G Convertible Preferred Stock. The difference between the fair value of the Founders Convertible Preferred Stock prior to the exchange and the consideration received by the sellers has been recognized as incremental stock-based compensation expense of $1.2 million. The rights, preferences and privileges of the holders of the Founders Convertible Preferred Stock (Founders Preferred), Series A Convertible Preferred Stock (Series A), the Series B Convertible Preferred Stock (Series B), Series B-1 Convertible Preferred Stock (Series B-1), Series C Convertible Preferred Stock (Series C), Series D Convertible Preferred Stock (Series D), Series D-1 Convertible Preferred Stock (Series D-1), Series E Convertible Preferred Stock (Series E), Series F Convertible Preferred Stock (Series F), and Series G Convertible Preferred Stock (Series G) are as follows: Voting All preferred shareholders of Series A, Series B, Series B-1, Series C, Series D, Series D-1, Series E, Series F, Series G, and Founders Preferred (collectively, “Preferred Stock”) have the right to the number of votes into which such Preferred Stock could then be converted into shares of Class A common stock. Shares of Class A common stock have ten times the voting power of shares of Class B common stock. Holders of Class B common stock have the right to one vote per share of Class B common stock held. Dividends The holders of Series A, Series B, Series B-1, Series C, Series D, Series D-1, Series E, Series F, Series G (collectively, “Senior Preferred”), and Founders Preferred shall be entitled to receive, on an equal priority and pari passu basis, a 6% noncumulative dividend, when and if declared by the Company’s board of directors. No dividends shall be paid on the common stock unless the Company shall also declare and pay a dividend to the holders of the Senior Preferred in priority to any dividend declared and paid to the holders of common stock. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Liquidation Preference In the event of any liquidation including deemed liquidation events, dissolution, winding up of the Company, either voluntary or involuntary, the holders of Senior Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company and proceeds of the liquidation transaction to the holders of common stock and Founders Preferred, by reason of their ownership thereof, an amount per share equal to the sum of the applicable original issue price for such series of Senior Preferred, plus declared but unpaid dividends on such share. The Senior Preferred shall be entitled to be paid out their liquidation preference on an equal priority and pari passu basis. If, upon the occurrence of such event, the assets distributed among the holders of Senior Preferred are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets of the Company and proceeds from the liquidation transaction legally available for distribution are distributed ratably among the holders of Senior Preferred in proportion to the full preferential amount each such holder is otherwise entitled to receive. All deemed liquidation events that may result in the preferred stock being redeemed for cash are subject to vote or approval by the board of directors which is controlled by the common stockholders. Conversion Each share of Preferred Stock is convertible at the option of the holder into fully paid shares of Class A common stock, determined by dividing the original issue price for such series by the conversion price applicable to such series, subject to certain anti-dilution adjustments. The initial conversion price shall be $0.30 per share for the Founders Preferred, $0.394392 per share for the Series A, $0.901041 per share for the Series B, $1.192917 per share for the Series B-1, $2.438442 per share for the Series C, $3.562605 per share for the Series D, $3.937257 for the Series D-1, $4.753482 for the Series E, $7.277718 for the Series F and $13.827822 for the Series G. Each share of Preferred Stock is convertible into Class A common stock on a one-for-one basis. |
Convertible Preferred Stock War
Convertible Preferred Stock Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Convertible Preferred Stock Warrants | Convertible Preferred Stock Warrants In March 2018, the Company issued five performance-based warrant awards to purchase up to 2,111,997 shares of Series D and 4,317,725 shares of Series D-1 to the same investor. These awards vest upon satisfaction of certain customer referrals and referred revenue targets. During the six months ended June 30, 2020, no warrants were exercised. During the six months ended June 30, 2021, the investor exercised 421,039 shares of Series D warrants and 1,654,276 shares of Series D-1 warrants for total proceeds of $8.0 million. In March 2021, the Company’s board of directors approved an amendment to one of the Company’s outstanding performance-based preferred stock warrants to purchase up to 1,269,919 shares of Series D-1 with an exercise price of $3.937257 per share in which the performance period and expiration date were extended from March 2021 to September 2021. As of the modification date, there were no warrants vested and exercisable, and the modification did not result in incremental expense as the Company determined that the performance criteria was not probable of being achieved. As of June 30, 2021, the performance criteria remained improbable of being achieved. The remaining performance-based warrant awards expired in March 2021. As of June 30, 2021, the Company had authorized 198,765,859 and 286,666,667 shares of par value $0.00001 Class A common stock and Class B common stock, respectively; and 14,880,393 shares of Class A common stock and 45,259,907 shares of Class B common stock were issued and outstanding, respectively. Common stockholders are entitled to dividends if and when declared by the Company’s board of directors. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. During the six months ended June 30, 2020, upon stock sales by a former employee, 666,666 of Class A common stock were converted to 666,666 shares of Class B common stock. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Common Stock | Convertible Preferred Stock Warrants In March 2018, the Company issued five performance-based warrant awards to purchase up to 2,111,997 shares of Series D and 4,317,725 shares of Series D-1 to the same investor. These awards vest upon satisfaction of certain customer referrals and referred revenue targets. During the six months ended June 30, 2020, no warrants were exercised. During the six months ended June 30, 2021, the investor exercised 421,039 shares of Series D warrants and 1,654,276 shares of Series D-1 warrants for total proceeds of $8.0 million. In March 2021, the Company’s board of directors approved an amendment to one of the Company’s outstanding performance-based preferred stock warrants to purchase up to 1,269,919 shares of Series D-1 with an exercise price of $3.937257 per share in which the performance period and expiration date were extended from March 2021 to September 2021. As of the modification date, there were no warrants vested and exercisable, and the modification did not result in incremental expense as the Company determined that the performance criteria was not probable of being achieved. As of June 30, 2021, the performance criteria remained improbable of being achieved. The remaining performance-based warrant awards expired in March 2021. As of June 30, 2021, the Company had authorized 198,765,859 and 286,666,667 shares of par value $0.00001 Class A common stock and Class B common stock, respectively; and 14,880,393 shares of Class A common stock and 45,259,907 shares of Class B common stock were issued and outstanding, respectively. Common stockholders are entitled to dividends if and when declared by the Company’s board of directors. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. During the six months ended June 30, 2020, upon stock sales by a former employee, 666,666 of Class A common stock were converted to 666,666 shares of Class B common stock. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Option Plan Effective May 1, 2012, the Company adopted the 2012 Stock Plan (the “2012 Plan”). As of June 30, 2021, the Company’s board of directors had authorized 69,516,321 shares of Class B common stock to be reserved for grants under the 2012 Plan. As of June 30, 2021, 4,477,249 stock options to purchase shares of Class B common stock were available for issuance under the 2012 Plan. Options granted under the 2012 Plan may be either incentive stock options or nonqualified stock options. Incentive stock options (“ISOs”) may be granted only to employees (including officers and directors). Non-qualified stock options (“NSOs”) may be granted to employees and consultants. The exercise price of ISOs and NSOs shall not be less than 100% of the estimated fair value of the common shares on the date of grant, respectively, as determined by the Company’s board of directors. The exercise price of an ISO granted to a 10% or greater stockholder shall not be less than 110% of the estimated fair value of the common shares on the date of grant. Options generally vest over a period of four years. A summary of the activity under the 2012 Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) (In years) (In thousands) Balance as of December 31, 2020 33,750 $ 1.74 7.95 $ 175,444 Granted 10,548 10.83 Exercised (12,192) 1.92 Cancelled and forfeited (842) 4.33 Balance as of June 30, 2021 31,264 $ 4.66 4.39 $ 392,705 Vested and exercisable as of June 30, 2021 8,709 $ 1.44 6.83 $ 137,426 The weighted average grant-date fair value of options granted during the three months ended June 30, 2021 and 2020 was $5.67 and $1.32 per share, respectively. The weighted average grant-date fair value of options granted during the six months ended June 30, 2021 and 2020 was $6.56 and $1.05 per share, respectively. The aggregate intrinsic value of options exercised during the three months ended June 30, 2021 and 2020 was $86.4 million and $3.7 million, respectively. The aggregate intrinsic value of options exercised during the six months ended June 30, 2021 and 2020 was $147.5 million and $10.9 million, respectively. Non-Plan Founder and Head of Blend Options In March 2021, the Company’s board of directors granted to its Founder and Head of Blend a stand-alone stock option issued outside of the 2012 Plan covering a maximum of 26,057,181 shares of Class B common stock with an exercise price of $8.58 per share. The award has a 15-year term (subject to earlier termination when shares subject to the award are no longer eligible to vest) and vests upon the satisfaction of a service condition, liquidity event-related performance condition, and performance-based market conditions. The terms of the award stipulated that if an IPO is completed within 15 months of the date of grant, the first tranche of 1,954,289 shares will vest. If an IPO is not achieved within 15 months, or if the Company completes certain equity or debt financing events prior to an IPO, or if there is a change in control (as defined in the stock option agreement) prior to an IPO, no shares subject to the stock option will vest, and the award will immediately terminate for no consideration. The remaining tranches of shares will vest dependent on performance goals tied to the Company’s stock price and specified expiration dates for each tranche. As of June 30, 2021, no compensation expense was recorded because the satisfaction of the IPO performance condition was not yet probable. On June 30, 2021, the Company’s board of directors approved a modification to the Founder and Head of Blend Award related to market-based performance targets that impact the Company Stock Price Hurdles. The impact of the modification did not result in stock-based compensation expense as of the modification date as the satisfaction of the IPO performance condition was not probable. The estimated fair value of the first tranche as of the modification date was determined using Black-Scholes Merton Option pricing model, which resulted in fair value of $12.27 per share based on the following assumptions: Fair value of common stock $18.00 Expected term (years) 7.44 Expected volatility 45.00% Risk-free interest rate 1.71% Expected dividend yield — The remaining tranches were valued using a Monte Carlo simulation model. The weighted average estimated fair value of the remaining tranches as of the modification date was $3.80 per share based on the following assumptions: Fair value of common stock $18.00 Remaining contractual term (years) 14.75 Expected volatility 40.00% Risk-free interest rate 1.71% Expected dividend yield — Subsequent to June 30, 2021, the Company completed its IPO, upon which the Company recognized $24.0 million in stock-based compensation expense related to the vesting of the first tranche, and an additional catch up expense of $5.7 million related to the remaining tranches. The remaining unrecognized expense is expected to be recognized over the vesting period of each remaining tranche. The total unrecognized compensation expense related to the award for all tranches was $84.7 million as of June 30, 2021 and will be recognized over an estimated weighted average remaining period of 2.9 years. Early Exercise of Common Stock Options The Company’s board of directors has authorized certain stock option holders to exercise unvested options to purchase shares of Class B common stock. Shares received from such early exercises are subject to repurchase in the event of the optionee’s termination of service as a service provider (as defined in the 2012 Plan), at the original issuance price, until the options are fully vested. As of June 30, 2021 and December 31, 2020, 3,110,044 and 162,317 and shares of Class B common stock were subject to repurchase, respectively. As of June 30, 2021 and December 31, 2020, the cash proceeds received for unvested shares of Class B common stock recorded within Other long-term liabilities in the unaudited condensed consolidated balance sheets were $10.6 million and $0.3 million, respectively. Stock-Based Compensation The Company’s stock-based compensation expense is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Cost of revenue $ 157 $ 18 $ 215 $ 37 Research and development 2,832 2,457 4,218 3,214 Sales and marketing 1,924 494 3,297 2,285 General and administrative 1,696 433 2,895 1,105 Total $ 6,609 $ 3,402 $ 10,625 $ 6,641 Included in stock-based compensation expense are amounts related to the sale of employee stock on the secondary market to existing investors at a price above fair market value at the time of the sale. Stock-based compensation related to the secondary sales, which represents the amount paid to purchase shares of the Company’s common stock in excess of fair value, is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Cost of revenue $ — $ — $ — $ — Research and development 287 1,255 325 1,508 Sales and marketing 99 — 105 1,448 General and administrative 166 — 166 430 Total $ 552 $ 1,255 $ 596 $ 3,386 The estimated grant date fair values of the employee stock options granted under the 2012 Plan were calculated using the Black-Scholes Merton Option pricing model, based on the following weighted average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Expected term (years) 5.83 6.04 5.98 5.96 Expected volatility 32.86% 32.55% 32.86% 31.35% Risk-free interest rate 0.97% 0.52% 1.06% 0.69% Expected dividend yield — — — — Risk-Free Interest Rate . The risk-free interest rate is based on U.S. treasury zero-coupon issues with remaining terms similar to the expected term of the options at date of grant. Expected Term . The expected term represents the period that the Company’s share-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms, and contractual lives of the options. Expected Dividend Yield . The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. Expected Volatility . Expected volatility of the stock is based on the Company’s public company peer group after consideration of their size, maturity, profitability, growth, risk, and return on investment as the Company’s stock is not publicly traded. The stock volatility assumptions represent an average of the historical volatilities of the common stock of the Company’s peer group. Fair Value . The Company’s board of directors and in part based upon a valuation provided by a third-party valuation firm, determined the fair value of the Company’s common stock in connection with the grant of stock options and stock awards. Due to there being no public market for the Company’s common stock, its board of directors considered the third-party valuation and other factors, including but not limited to, secondary sales of the Company’s common stock, revenue growth, the current status of its operations, its financial condition, its stage of development, and its competition to establish the fair market value of the Company’s common stock at the time of grant of the stock option or stock award. As of June 30, 2021, the total unrecognized stock-based compensation expense under the 2012 Plan was approximately $81.4 million, which is expected to be recognized over a weighted average period of 3.3 years. Tender Offer In January 2021, the Company’s board of directors approved a third-party tender offer, which allowed for eligible option holders and stockholders to sell shares of capital stock to the Series G investors. The third-party tender offer was completed in March 2021, in which an aggregate of 442,469 shares of common stock and Convertible Preferred Stock were purchased from participating stockholders and option holders. There was no stock-based compensation recognized related to such third-party tender offer as the purchase price was lower than the fair value at the time of the tender offer closing. Employee Note |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded a benefit for income taxes of $45.3 million for the three and six months ended June 30, 2021. The Company recorded a provision for income taxes of $6 thousand and $13 thousand for the three and six months ended June 30, 2020, respectively. For the three and six months ended June 30, 2021, the benefit for income taxes consisted of a benefit associated with the partial release of Blend’s historical valuation allowance resulting from the recognition of a deferred tax liability in connection with the Title365 acquisition. The deferred tax liability resulted primarily from the allocation of a portion of the purchase consideration to non-deductible identifiable intangible assets consisting of customer relationships and licenses. For the three and six months ended June 30, 2020, the provision for income taxes consisted primarily of U.S. state income taxes. The Company reassessed the ability to realize deferred tax assets, net of deferred tax liabilities recorded in connection with the Title365 acquisition, by considering the available positive and negative evidence. As of June 30, 2021, the Company concluded that its net deferred tax assets are not more-likely-than-not to be realized and maintained a full valuation allowance against such net deferred tax assets. As of June 30, 2021, the Company files tax returns in the U.S. federal and various state jurisdictions. Due to the Company’s U.S. net operating loss carryforwards, its income tax returns generally remain subject to examination by federal and most state tax authorities. |
Net Earnings Per Share
Net Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Earnings Per Share | Net Earnings Per Share The Company computes net earnings per share using the two-class method required for multiple classes of common stock and participating securities. The Company has two classes of authorized common stock for which voting rights differ by class. The two-class method requires income available to common stockholders for the period to be allocated between shares of common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. The Company considers any issued and outstanding Convertible Preferred Stock to be participating securities as the holders of the convertible preferred shares are entitled to dividends in priority to any dividend declared and paid to the holders of common stock. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented is not allocated to the Company’s participating securities. Basic net earnings per share is computed by dividing net earnings attributable to each class of common stockholders by the weighted average number of shares of stock outstanding during the period, adjusted for options early exercised subject to repurchase. For the calculation of diluted net earnings per share, net earnings per share attributable to common stockholders for basic earnings per share is adjusted by the effect of dilutive securities, including awards under the Company’s equity compensation plans. Diluted net earnings per share attributable to common stockholders is computed by dividing the resulting net earnings attributable to common stockholders by the weighted average number of fully diluted common shares outstanding. Potentially dilutive shares relating to stock options, Convertible Preferred Stock, preferred and common stock warrants, and options early exercised subject to repurchase are not included in the computation of diluted net earnings per share when the effect of including these shares in the calculation is antidilutive. The following table presents the calculation of basic and diluted net earnings per share: Three Months Ended June 30, 2021 2020 Class A Class B Class A Class B (In thousands, except per share data) Numerator: Net income (loss) $ 1,655 $ 4,111 $ (6,695) $ (13,879) Less: Undistributed earnings attributable to participating securities (1,655) (4,111) — — Net income (loss) attributable to common stockholders $ — $ — $ (6,695) $ (13,879) Denominator: Weighted average common stock outstanding 14,914 37,042 12,745 26,421 Effect of dilutive securities 953 24,955 — — Weighted average diluted securities 15,867 61,997 12,745 26,421 Net income (loss) per share attributable to common stockholders: Basic $ 0.00 $ 0.00 $ (0.53) $ (0.53) Diluted $ 0.00 $ 0.00 $ (0.53) $ (0.53) Six Months Ended June 30, 2021 2020 Class A Class B Class A Class B (In thousands, except per share data) Numerator: Net loss $ (6,571) $ (14,730) $ (14,653) $ (28,772) Less: Undistributed earnings attributable to participating securities — — — — Net loss attributable to common stockholders $ (6,571) $ (14,730) $ (14,653) $ (28,772) Denominator: Weighted average common stock outstanding 14,976 33,571 12,822 25,175 Effect of dilutive securities — — — — Weighted average diluted securities 14,976 33,571 12,822 25,175 Net loss per share attributable to common stockholders: Basic $ (0.44) $ (0.44) $ (1.14) $ (1.14) Diluted $ (0.44) $ (0.44) $ (1.14) $ (1.14) The following potential shares of common stock were excluded from the computation of diluted net earnings per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 (In thousands) Stock options 6,534 33,654 31,264 33,654 Early exercised options subject to repurchase 139 156 3,110 156 Options exercised via promissory note — 4,000 — 4,000 Non-plan Founder and Head of Blend options 26,057 — 26,057 — Common stock warrants — 2,807 — 2,807 Convertible Preferred Stock warrants — 6,009 1,270 6,009 Founders Convertible Preferred Stock 692 1,026 692 1,026 Convertible Preferred Stock 146,181 110,898 146,181 110,898 Total anti-dilutive securities 179,603 158,550 208,574 158,550 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Term Loan and Series G Warrant On June 30, 2021, in connection with the closing of the acquisition of Title365, the Company entered into a credit agreement (the “Credit Agreement”), which provides for a $225.0 million senior secured term loan (the “Term Loan”) and a $25.0 million senior secured revolving credit facility (the “Revolving Facility”). The Revolving Facility has a $10.0 million letter of credit sublimit. The Revolving Facility also includes a $5.0 million swingline sub-facility. The Term Loan was fully drawn at closing to provide, in part, the cash consideration paid in connection with the acquisition of Title365. The Term Loan was funded and the cash consideration was transferred on July 1, 2021. The Revolving Facility currently remains undrawn. The Term Loan and Revolving Facility will mature on June 30, 2026, and the full principal amount of each is due at maturity. No amortization payments are required with respect to either the Term Facility or the Revolving Facility. The borrowings under the Term Loan and Revolving Facility accrue interest at a floating rate which can be, at the Company’s option, either (i) an adjusted LIBOR rate for a specified interest period plus an applicable margin of 7.50% or (ii) a base rate plus an applicable margin of 6.50%. The LIBOR rate applicable to the Term Loan and the Revolving Facility is subject to a floor of 1.00%, and the base rate is subject to a floor of 2.00%. The base rate for any day is a fluctuating rate per annum equal to the highest of (i) the federal funds effective rate in effect on such day, plus 0.50%, (ii) the rate of interest for such day as published in the Wall Street Journal as the “prime rate,” and (iii) the adjusted LIBOR rate for a one-month interest period, plus 1.00%. Interest is payable in cash on a quarterly basis. In addition to paying interest on amounts outstanding under the Term Loan and the Revolving Facility, the Company is required to pay a commitment fee of 0.50% per annum of the unused commitments under the Revolving Facility. The Company is also required to pay letter of credit fees, customary fronting fees and other customary documentary fees in connection with the issuance of letters of credit. The obligations under the Credit Agreement are guaranteed by all of the Company’s domestic subsidiaries (other than Title365 and its direct and indirect subsidiaries, and subject to certain thresholds and other exceptions), and secured by a lien on substantially all of the Company’s and its subsidiaries’ assets (other than the equity issued by, and the assets of, Title365 and its direct and indirect subsidiaries and subject to certain thresholds and other exceptions). On July 2, 2021, in connection with the Credit Agreement, the Company issued a Series G preferred stock warrant to purchase 598,431 shares of Series G Convertible Preferred Stock if exercised prior to an initial public offering of the Company, or 598,431 shares of Class A Common Stock if exercised after an IPO, at an exercise price per share of $13.827822. The Series G preferred stock warrant will expire 10 years from the issue date. In connection with the issuance of the Series G Preferred Stock Warrant, the Company’s board of directors and stockholders approved an increase in the number of authorized shares of the Company’s Series G Convertible Preferred Stock. Initial Public Offering and Capital Structure Change On July 20, 2021, the Company completed its IPO, in which the Company issued and sold 20,000,000 shares of Class A common stock, par value $0.00001, at an offering price of $18.00 per share. The Company received net proceeds of $325.7 million, after deducting underwriters' discounts and commissions of $24.3 million and estimated offering expenses of $10.0 million. Immediately prior to the completion of the IPO, the Company filed an Amended and Restated Certificate of Incorporation, which authorized the issuance of 3,200,000,000 shares of capital stock, $0.00001 par value per share, consisting of: 1,800,000,000 shares of Class A common stock; 600,000,000 shares of Class B common stock; 600,000,000 shares of Class C common stock; and 200,000,000 shares of preferred stock. Upon the effectiveness of the filing of the Amended and Restated Certificate of Incorporation, (i) all outstanding shares of Convertible Preferred Stock converted into 146,872,568 shares of Class A common stock, (ii) all outstanding shares of Class A common stock converted into shares of Class B common stock on a one-for-one basis, (iii) all shares of Class A common stock were reclassified as Class B common stock and all shares of Class B common stock were reclassified as Class A common stock, and (iv) 12,883,331 shares of Class A common stock (as reclassified) beneficially owned by the Founder and Head of Blend were exchanged for an equivalent number of shares of Class B common stock. At the completion of the IPO, 214,132,175 shares of Class A common stock and 12,883,331 shares of Class B common stock were issued and outstanding. No shares of Class C common stock or preferred stock were issued and outstanding. On August 17, 2021, the Company issued and sold an additional 2,468,111 shares of Class A common stock in connection with a partial exercise of the underwriter’s option to purchase additional shares granted in the IPO. The Company received net proceeds of $41.4 million, after deducting underwriters' discounts and commissions of $3.0 million. The following is a summary of the rights of the holders of the Company’s capital stock: Common Stock The Company has three classes of authorized common stock, Class A common stock, Class B common stock, and Class C common stock. The rights of the holders of Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting and conversion. Dividend Rights Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company’s common stock will be entitled to receive dividends out of funds legally available if the Company’s board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that the Company’s board of directors may determine. Voting Rights Holders of the Class A common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, holders of the Class B common stock are entitled to 40 votes for each share held on all matters submitted to a vote of stockholders, and holders of the Class C common stock are not entitled to vote on any matter that is submitted to a vote of stockholders, except as otherwise required by law. The holders of the Class A common stock, Class B common stock and Class C common stock will vote together as a single class, unless otherwise required by law. At the completion of the IPO, the Founder and Head of Blend held all of the issued and outstanding shares of the Company’s Class B common stock. No Preemptive or Similar Rights The Company’s common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions. Right to Receive Liquidation Distributions If the Company becomes subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to the Company’s stockholders would be distributable ratably among the holders of the Company’s common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock. Conversion of Class B Common Stock Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Shares of Class B common stock will automatically convert into shares of Class A common stock upon sale or transfer except for certain transfers described in the Amended and Restated Certificate of Incorporation, such as certain transfers effected for estate planning or charitable purposes. Conversion of Class C Common Stock After the conversion or exchange of all outstanding shares of the Company’s Class B common stock into shares of Class A common stock, all outstanding shares of Class C common stock will convert automatically into Class A common stock, on a share-for-share basis, on the date or time specified by the holders of a majority of the outstanding shares of Class A common stock, voting as a separate class. Preferred Stock The Company’s board of directors has the authority to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by the Company’s stockholders. 2021 Equity Incentive Plan In July 2021, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective on July 14, 2021. The 2021 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the Company’s employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards to the Company’s employees, directors, and consultants and our parent and subsidiary corporations’ employees and consultants. Subject to the adjustment provisions of and the automatic increase described in the 2021 Plan, a total of 23,000,000 shares of the Company’s Class A common stock were reserved for issuance pursuant to the 2021 Plan, plus 36,101,718 shares of our Class A common stock reserved for future issuance under the 2012 Stock Plan, which was terminated immediately prior to the effectiveness of the 2021 Plan. Subject to the adjustment provisions of the 2021 Plan, the number of shares available for issuance under the 2021 Plan will also include an annual increase on the first day of each fiscal year beginning on January 1, 2022, equal to the least of (a) 34,500,000 shares of Class A common stock, (b) 5% of the total number of shares of all classes of our common stock outstanding on the last day our immediately preceding fiscal year, or (c) such other amount as the Company’s board of directors (or its committee) may determine. Founder and Head of Blend Stock Option Award In July 2021, the first tranche of 1,954,289 shares of the Founder and Head of Blend stock option award vested upon completion of the IPO. Upon IPO, the Company recognized $24.0 million in stock-based compensation expense related to this tranche, and additional catch up expense of $5.7 million related to the remaining tranches. Stock Options and Restricted Stock Units Grants Subsequent to June 30, 2021, and through August 24, 2021, the Company’s board of directors granted stock options to purchase 2,726,827 shares of Class A common stock to employees and directors with a weighted average exercise price of $18.01 per share that are subject to service-based vesting conditions. The option grants had an aggregate estimated grant date fair value of $19.4 million, which is expected to be recognized as stock-based compensation expense over approximately 4 years. The Company’s board of directors also granted 46,270 restricted stock units, with an aggregate grant date fair value of $0.8 million, which is expected to be recognized as stock-based compensation expense over 1 year vesting period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, the unaudited condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2021 and 2020, the unaudited condensed consolidated statements of redeemable noncontrolling interest and stockholders’ equity for the three and six months ended June 30, 2021 and 2020, and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 reflect all adjustments that are of a normal, recurring nature and that are considered necessary for a fair presentation of the results for the periods shown in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting periods. Accordingly, certain information and footnote disclosures have been condensed or omitted that would ordinarily be required under U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 15, 2021 (the “Prospectus”). |
Principles of Consolidation | The accompanying unaudited condensed consolidated financial statements include the accounts of Blend Labs, Inc. and its subsidiaries in which the Company holds a controlling financial interest. Noncontrolling interest represents the minority stockholder’s share of the net income and equity in a consolidated subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the amounts reported in the financial statements and the notes thereto. Actual results may differ from those estimates. Such estimates include, but are not limited to, estimates of variable consideration, estimates of standalone selling prices of performance obligations in customer contracts with multiple performance obligations, evaluation of contingencies, evaluation of collectability of accounts receivable, determination of reserves for title and escrow losses, determination of period of benefit for deferred contract costs, determination of the incremental borrowing rates used in calculations of lease liabilities, determination of fair value of stock-based compensation, valuation of realizability of deferred tax assets, valuation of acquired intangible assets, determination of useful lives of tangible and intangible assets, and assessment of impairment of goodwill and intangible assets. |
Business Combinations | Business Combinations On June 30, 2021, the Company completed its acquisition and obtained control of 90.1% of Title365 (refer to Note 8, “Business Combinations. ”) The Company accounts for acquisitions in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations . Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquired business are recognized and measured as of the acquisition date at fair value, which is based on best estimates and assumptions as of the acquisition date. Such estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquired business exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Transaction costs directly attributable to the acquisition are expensed as incurred. Upon acquisition, the accounts and results of operations of the acquired business are consolidated as of and subsequent to the acquisition date. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred in a business combination over the aggregate fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment annually, or more frequently, if events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling InterestThe Company’s 90.1% ownership of Title365 results in recognition of 9.9% noncontrolling interest, which represents the minority stockholder’s share of the net income and equity in Title365. The Title365 stockholders agreement includes a provision whereby the Company has a call option to purchase the 9.9% noncontrolling interest at a purchase price equal to the greater of (1) $49.5 million plus an amount of interest calculated using an interest rate of 5.0% per annum compounding annually; or (2) 4.4 multiplied by the trailing 12-month EBITDA (the “Title365 Call Option”). The Title365 Call Option is exercisable beginning 2 years following the acquisition closing date. The noncontrolling interest holder also holds an option to compel the Company to purchase the remaining 9.9% noncontrolling interest at a price calculated in the same manner as the Title365 Call Option (the “Title365 Put Option”). The Title365 Put Option is exercisable beginning 5 years following the acquisition closing date. Neither the Title365 Call Option nor the Title365 Put Option have an expiration date. As the Title365 Put Option is not solely within the Company’s control, the Company classified this interest as redeemable noncontrolling interest (“RNCI”) within the mezzanine equity section of the consolidated balance sheets. The RNCI is accreted to the redemption value under the interest method from the acquisition date through the date the Title365 Put Option becomes exercisable. At each balance sheet date, the RNCI is reported at the greater of the initial carrying amount adjusted for the RNCI's share of earnings or losses and other comprehensive income or loss, or its accreted redemption value. The changes in the redemption amount are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. The Company determined the initial carrying amount of the RNCI based on the selling stockholder’s interest in the estimated fair value of Title365 as of the transaction date. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities, and trade accounts receivable. The Company maintains its cash equivalents primarily in money market funds and highly liquid investments that are issued or guaranteed by the United States government or its agencies. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees related to the Company’s initial public offering (“IPO”). The deferred offering costs will be offset against IPO proceeds (refer to Note 15, “ Subsequent Events. ”) As of June 30, 2021, deferred offering costs were $7.8 million and are included in other non-current assets on the unaudited condensed consolidated balance sheets. As of December 31, 2020, deferred offering costs were immaterial. |
Escrow or Trust Funds | Escrow or Trust Funds The Company administers escrow and trust deposits held at third-party financial institutions representing funds received under real estate contracts, escrowed funds received under escrow agreements, and undisbursed amounts received for settlement of mortgage and home equity loans. Cash held by the Company for these purposes was approximately $108.1 million and $2.0 million as of June 30, 2021 and December 31, 2020, respectively. These funds are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets; however, the Company remains contingently liable for the disposition of these funds on behalf of its customers. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The standard issued guidance on the accounting for income taxes that, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. For public business entities, this ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) , with amendments in 2021. This update provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) . The guidance simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20 that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance is effective for the Company for annual reporting periods, and interim reporting periods within those annual periods, beginning January 1, 2024. The ASU 2020-06 should be applied on a full or modified retrospective basis and early adoption is permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Credit Risk | The following customers comprised 10% or more of the Company’s revenue for the following periods: Three Months Ended June 30, Six Months Ended June 30, Customer 2021 2020 2021 2020 A 14 % 13 % 13 % 14 % B N/A 1 11 % N/A 1 10 % (1) revenue from this customer did not exceed 10% in the period presented The following customers comprised 10% or more of the Company’s trade and unbilled receivables: Customer June 30, 2021 December 31, 2020 A 11 % 23 % C 12 % N/A 2 (2) trade and unbilled receivable balance from this customer did not exceed 10% as of the date presented |
Revenue Recognition and Contr_2
Revenue Recognition and Contract Costs (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table provides information about disaggregated revenue from contracts with customers: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Platform services $ 30,959 $ 21,105 $ 62,042 $ 35,725 Professional services 1,103 815 1,895 1,798 Total revenue $ 32,062 $ 21,920 $ 63,937 $ 37,523 |
Schedule of Contract Balances | The following table provides information about contract assets and contract liabilities from contracts with customers as of June 30, 2021 and December 31, 2020: Contract Accounts Balance Sheet Line Reference As of June 30, 2021 As of December 31, 2020 (In thousands) Contract assets—current Prepaid expenses and other current assets $ 5,040 $ 7,079 Contract liabilities—current Deferred revenue, current $ 11,478 $ 13,622 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available For Sale Securities | The carrying amount, unrealized gain and loss, and fair value of investments by major security type are as follows: June 30, 2021 Amortized Gross Gross Fair Value Fair Value Hierarchy (In thousands) Cash equivalents: Money market funds $ 50,504 $ — $ — $ 50,504 Level 1 Commercial paper 1,150 — — 1,150 Level 2 Total cash equivalents 51,654 — — 51,654 Marketable securities: U.S. treasury and agency securities 51,883 6 (4) 51,885 Level 2 Commercial paper 13,242 1 — 13,243 Level 2 Debt securities 13,830 1 — 13,831 Level 2 Certificates of deposit 5,000 — — 5,000 Level 2 Total marketable securities 83,955 8 (4) 83,959 Restricted cash, non-current: Certificates of deposit 335 — — 335 Level 2 Total $ 135,944 $ 8 $ (4) $ 135,948 December 31, 2020 Amortized Gross Gross Fair Value Fair Value Hierarchy (In thousands) Cash equivalents: Money market funds $ 24,036 $ — $ — $ 24,036 Level 1 Commercial paper 1,150 — — 1,150 Level 2 Total cash equivalents 25,186 — — 25,186 Marketable securities: U.S. treasury and agency securities 89,342 5 (5) 89,342 Level 2 Commercial paper 2,848 — — 2,848 Level 2 Debt securities 17,774 — (6) 17,768 Level 2 Certificates of deposit 673 — — 673 Level 2 Total marketable securities 110,637 5 (11) 110,631 Total $ 135,823 $ 5 $ (11) $ 135,817 The following table summarizes the stated maturities of the Company’s marketable securities: June 30, 2021 December 31, 2020 (In thousands) Due within one year $ 75,328 $ 110,631 Due after one year through two years 8,631 — Total marketable securities $ 83,959 $ 110,631 |
Significant Balance Sheet Com_2
Significant Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: June 30, 2021 December 31, 2020 (In thousands) Contract assets $ 5,040 $ 7,079 Deferred contract costs 4,264 4,855 Preferred stock warrant exercise receivable — 2,158 Other prepaid expenses and other current assets 17,758 5,176 Total prepaid expenses and other current assets $ 27,062 $ 19,268 |
Schedule of Property and Equipment, Net | Property and equipment, net, consist of the following: June 30, 2021 December 31, 2020 (In thousands) Computer and software $ 6,565 $ 2,277 Furniture and fixtures 1,424 1,094 Leasehold improvements 4,454 4,455 Property and equipment, gross 12,443 7,826 Accumulated depreciation and amortization (3,847) (3,232) Total property and equipment, net $ 8,596 $ 4,594 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consist of the following: Weighted Average Remaining Amortization June 30, 2021 December 31, 2020 (In Years) (In thousands) Intangible assets subject to amortization: Acquired customer relationships 11 $ 192,000 $ — Internally developed software < 1 11,391 11,391 Domain name 10 210 210 Less: accumulated amortization (11,426) (10,393) Total finite-lived intangible assets, net 192,175 1,208 Indefinite-lived intangible assets: Acquired licenses 2,000 — Total intangible assets, net $ 194,175 $ 1,208 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following: Weighted Average Remaining Amortization June 30, 2021 December 31, 2020 (In Years) (In thousands) Intangible assets subject to amortization: Acquired customer relationships 11 $ 192,000 $ — Internally developed software < 1 11,391 11,391 Domain name 10 210 210 Less: accumulated amortization (11,426) (10,393) Total finite-lived intangible assets, net 192,175 1,208 Indefinite-lived intangible assets: Acquired licenses 2,000 — Total intangible assets, net $ 194,175 $ 1,208 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Total future amortization expense as of June 30, 2021 was as follows: Year ending December 31, (In thousands) 2021 (remainder of the year) $ 8,759 2022 17,472 2023 17,472 2024 17,472 2025 17,472 Thereafter 113,528 Total future amortization expense $ 192,175 |
Schedule of Goodwill | The changes in the carrying amount goodwill for the six months ended June 30, 2021 are as follows: (In thousands) Goodwill as of December 31, 2020 $ — Business combinations 284,798 Goodwill as June 30, 2021 $ 284,798 |
Other Current Liabilities | Other current liabilities consist of the following: June 30, 2021 December 31, 2020 (In thousands) Accrued expenses $ 1,217 $ 2,477 Accrued professional fees 11,357 701 Accrued connectivity fees 2,727 2,833 Operating lease liabilities, current portion 4,117 2,580 Other 10,275 319 Total other current liabilities $ 29,693 $ 8,910 |
Other Long-Term Liabilities | Other long-term liabilities consist of the following: June 30, 2021 December 31, 2020 (In thousands) Deferred tax liabilities $ 604 $ — Early exercise liability 10,631 322 Payroll tax liabilities 2,695 3,053 Other liabilities 493 — Total other long-term liabilities $ 14,423 $ 3,375 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Maturities of Operating Lease Liabilities | As of June 30, 2021, maturities of operating lease liabilities are as follows: Year ending December 31, (In thousands) Remainder of 2021 $ 2,882 2022 4,764 2023 4,925 2024 4,740 2025 2,945 Thereafter 1,370 Total lease payments 21,626 Less: imputed interest (2,954) Total operating lease liabilities $ 18,672 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary purchase price allocation is as follows: Preliminary identifiable assets acquired and liabilities assumed (In thousands) Cash and cash equivalents $ 16,500 Trade and other receivables 19,783 Prepaid expenses and other current assets 7,703 Property and equipment, net 4,031 Operating lease right-of-use assets 3,520 Intangible assets 194,000 Restricted cash, non-current 335 Accounts payable (1,165) Accrued compensation (3,387) Other current liabilities (10,911) Operating lease liabilities, non-current (1,963) Other long-term liabilities (45,907) Net identifiable assets 182,539 Redeemable noncontrolling interest (46,266) Goodwill 284,798 Total estimated purchase consideration 421,071 |
Schedule of Business Acquisitions | Fair value of consideration transferred (In thousands) Consideration to be paid in cash 420,216 Fair value of replacement share-based payment awards 855 Total estimated purchase consideration 421,071 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Intangible assets Fair Value Weighted Average Remaining Useful Live (In thousands) (In years) Customer relationships 192,000 11 Licenses 2,000 Indefinite |
Schedule of Acquired Indefinite-lived Intangible Assets by Major Class | Intangible assets Fair Value Weighted Average Remaining Useful Live (In thousands) (In years) Customer relationships 192,000 11 Licenses 2,000 Indefinite |
Schedule of Pro Forma Information | The following unaudited pro forma information gives effect to the acquisition of Title365 as if it had been completed on January 1, 2020 (the beginning of the comparable prior reporting period). The pro forma financial information presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2020, nor does it attempt to represent the results of future operations of the combined entities under the ownership and operation of the Company. The pro forma results of operations also do not include any cost savings or other synergies that may result from this business combination or any estimated costs that have been or will be incurred by the Company to integrate the acquired assets. These pro forma results are based on estimates and assumptions, and include the business combination accounting effects resulting from the transaction, including the amortization charges from acquired intangible assets, employee retention costs, interest expense associated with the credit facility proceeds, which were utilized to partially fund the payment of the purchase consideration, and other purchase accounting adjustments and the related tax effects as though the Company and Title365 were combined as of the beginning of January 1, 2020. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands, except per share amounts) Revenues $ 98,219 $ 73,641 $ 203,211 $ 132,584 Net loss (31,240) (28,449) (44,064) (12,858) Net income (loss) attributable to redeemable noncontrolling interest 806 (153) 2,002 485 Net loss attributable to Blend Labs, Inc. (32,046) (28,296) (46,066) (13,343) |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Stock by Class | June 30, 2021 Shares Shares Issued Net Carrying Aggregate (In thousands) Series A 15,483,330 15,483,316 $ 6,081 $ 6,107 Series B 12,180,448 12,180,443 10,642 10,975 Series B-1 8,382,809 8,382,807 9,927 10,000 Series C 15,583,719 15,583,713 37,923 38,000 Series D 33,334,113 32,064,181 112,802 114,232 Series D-1 4,317,726 2,202,310 8,672 8,671 Series E 27,624,259 27,624,249 130,945 131,311 Series F 9,906,985 9,906,980 76,247 76,558 Series G 22,752,911 22,752,903 309,701 314,623 149,566,300 146,180,902 $ 702,940 $ 710,477 December 31, 2020 Shares Shares Issued Net Carrying Aggregate ( In thousands) Series A 15,483,330 15,483,318 $ 6,081 $ 6,107 Series B 12,180,448 12,180,443 10,642 10,975 Series B-1 8,382,809 8,382,807 9,927 10,000 Series C 15,583,719 15,583,713 37,923 38,000 Series D 33,334,113 31,643,142 111,302 112,732 Series D-1 4,317,726 548,032 2,158 2,158 Series E 27,624,259 27,624,249 130,945 131,311 Series F 10,190,666 9,906,980 76,247 76,558 127,097,070 121,352,684 $ 385,225 $ 387,841 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Option Activity | A summary of the activity under the 2012 Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) (In years) (In thousands) Balance as of December 31, 2020 33,750 $ 1.74 7.95 $ 175,444 Granted 10,548 10.83 Exercised (12,192) 1.92 Cancelled and forfeited (842) 4.33 Balance as of June 30, 2021 31,264 $ 4.66 4.39 $ 392,705 Vested and exercisable as of June 30, 2021 8,709 $ 1.44 6.83 $ 137,426 |
Schedule of Valuation Assumptions | The estimated fair value of the first tranche as of the modification date was determined using Black-Scholes Merton Option pricing model, which resulted in fair value of $12.27 per share based on the following assumptions: Fair value of common stock $18.00 Expected term (years) 7.44 Expected volatility 45.00% Risk-free interest rate 1.71% Expected dividend yield — The remaining tranches were valued using a Monte Carlo simulation model. The weighted average estimated fair value of the remaining tranches as of the modification date was $3.80 per share based on the following assumptions: Fair value of common stock $18.00 Remaining contractual term (years) 14.75 Expected volatility 40.00% Risk-free interest rate 1.71% Expected dividend yield — The estimated grant date fair values of the employee stock options granted under the 2012 Plan were calculated using the Black-Scholes Merton Option pricing model, based on the following weighted average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Expected term (years) 5.83 6.04 5.98 5.96 Expected volatility 32.86% 32.55% 32.86% 31.35% Risk-free interest rate 0.97% 0.52% 1.06% 0.69% Expected dividend yield — — — — |
Schedule of Stock Based Compensation Expense | The Company’s stock-based compensation expense is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Cost of revenue $ 157 $ 18 $ 215 $ 37 Research and development 2,832 2,457 4,218 3,214 Sales and marketing 1,924 494 3,297 2,285 General and administrative 1,696 433 2,895 1,105 Total $ 6,609 $ 3,402 $ 10,625 $ 6,641 Included in stock-based compensation expense are amounts related to the sale of employee stock on the secondary market to existing investors at a price above fair market value at the time of the sale. Stock-based compensation related to the secondary sales, which represents the amount paid to purchase shares of the Company’s common stock in excess of fair value, is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Cost of revenue $ — $ — $ — $ — Research and development 287 1,255 325 1,508 Sales and marketing 99 — 105 1,448 General and administrative 166 — 166 430 Total $ 552 $ 1,255 $ 596 $ 3,386 |
Net Earnings Per Share (Tables)
Net Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table presents the calculation of basic and diluted net earnings per share: Three Months Ended June 30, 2021 2020 Class A Class B Class A Class B (In thousands, except per share data) Numerator: Net income (loss) $ 1,655 $ 4,111 $ (6,695) $ (13,879) Less: Undistributed earnings attributable to participating securities (1,655) (4,111) — — Net income (loss) attributable to common stockholders $ — $ — $ (6,695) $ (13,879) Denominator: Weighted average common stock outstanding 14,914 37,042 12,745 26,421 Effect of dilutive securities 953 24,955 — — Weighted average diluted securities 15,867 61,997 12,745 26,421 Net income (loss) per share attributable to common stockholders: Basic $ 0.00 $ 0.00 $ (0.53) $ (0.53) Diluted $ 0.00 $ 0.00 $ (0.53) $ (0.53) Six Months Ended June 30, 2021 2020 Class A Class B Class A Class B (In thousands, except per share data) Numerator: Net loss $ (6,571) $ (14,730) $ (14,653) $ (28,772) Less: Undistributed earnings attributable to participating securities — — — — Net loss attributable to common stockholders $ (6,571) $ (14,730) $ (14,653) $ (28,772) Denominator: Weighted average common stock outstanding 14,976 33,571 12,822 25,175 Effect of dilutive securities — — — — Weighted average diluted securities 14,976 33,571 12,822 25,175 Net loss per share attributable to common stockholders: Basic $ (0.44) $ (0.44) $ (1.14) $ (1.14) Diluted $ (0.44) $ (0.44) $ (1.14) $ (1.14) |
Schedule of Antidilutive Securities | The following potential shares of common stock were excluded from the computation of diluted net earnings per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 (In thousands) Stock options 6,534 33,654 31,264 33,654 Early exercised options subject to repurchase 139 156 3,110 156 Options exercised via promissory note — 4,000 — 4,000 Non-plan Founder and Head of Blend options 26,057 — 26,057 — Common stock warrants — 2,807 — 2,807 Convertible Preferred Stock warrants — 6,009 1,270 6,009 Founders Convertible Preferred Stock 692 1,026 692 1,026 Convertible Preferred Stock 146,181 110,898 146,181 110,898 Total anti-dilutive securities 179,603 158,550 208,574 158,550 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) | Jun. 29, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split conversion ratio | 0.333 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Noncontrolling Interest [Line Items] | ||
Deferred offering costs | $ 7.8 | |
Escrow deposits | $ 108.1 | $ 2 |
Title365 | ||
Noncontrolling Interest [Line Items] | ||
Interest acquired | 90.10% | |
Title365 | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage | 9.90% | |
Purchase price | $ 49.5 | |
Interest rate | 5.00% | |
Title365 | Call Option | ||
Noncontrolling Interest [Line Items] | ||
EBITDA ratio | 4.4 | |
EBITDA period | 12 months | |
Exercisable period | 2 years | |
Title365 | Put Option | ||
Noncontrolling Interest [Line Items] | ||
Exercisable period | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 14.00% | 13.00% | 13.00% | 14.00% | |
Revenue | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | 10.00% | |||
Accounts Receivable | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | 23.00% | |||
Accounts Receivable | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 12.00% |
Revenue Recognition and Contr_3
Revenue Recognition and Contract Costs - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 32,062 | $ 21,920 | $ 63,937 | $ 37,523 |
Platform services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 30,959 | 21,105 | 62,042 | 35,725 |
Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,103 | $ 815 | $ 1,895 | $ 1,798 |
Revenue Recognition and Contr_4
Revenue Recognition and Contract Costs - Contract Balances (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||||
Contract assets—current | $ 5,040,000 | $ 5,040,000 | $ 7,079,000 | ||
Contract liabilities—current | 11,478,000 | 11,478,000 | 13,622,000 | ||
Contract assets - noncurrent | 0 | 0 | 0 | ||
Contract liabilities - noncurrent | 0 | 0 | $ 0 | ||
Revenue recognized | 6,800,000 | $ 6,500,000 | 9,900,000 | $ 6,300,000 | |
Revenue from performance obligations satisfied in previous periods | $ 1,800,000 | $ 4,100,000 | $ 7,500,000 | $ 3,900,000 |
Revenue Recognition and Contr_5
Revenue Recognition and Contract Costs - Remaining Performance Obligations (Details) $ in Millions | Jun. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 87.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 50.2 |
Remaining performance obligations, period | 12 months |
Revenue Recognition and Contr_6
Revenue Recognition and Contract Costs - Deferred Contract Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||||
Unamortized deferred contract costs | $ 8,200 | $ 8,200 | $ 10,300 | ||
Unamortized deferred contract costs, current | 4,264 | 4,264 | 4,855 | ||
Unamortized deferred contract costs, noncurrent | 3,939 | 3,939 | $ 5,414 | ||
Amortization of deferred contract costs | $ 1,300 | $ 800 | $ 2,611 | $ 1,631 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | $ 369,726 | $ 41,092 | $ 7,253 |
Restricted cash | 5,357 | $ 5,816 | |
Amortized Cost | 135,948 | 135,817 | |
Gross Unrealized Gain | 8 | 5 | |
Gross Unrealized Loss | (4) | (11) | |
Fair Value | 135,944 | 135,823 | |
Level 1 | Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | 50,504 | 24,036 | |
Level 2 | Commercial paper | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | 1,150 | 1,150 | |
U.S. treasury and agency securities | Level 2 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 51,883 | 89,342 | |
Gross Unrealized Gain | 6 | 5 | |
Gross Unrealized Loss | (4) | (5) | |
Fair Value | 51,885 | 89,342 | |
Commercial paper | Level 2 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 13,242 | 2,848 | |
Gross Unrealized Gain | 1 | 0 | |
Gross Unrealized Loss | 0 | 0 | |
Fair Value | 13,243 | 2,848 | |
Debt securities | Level 2 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 13,830 | 17,774 | |
Gross Unrealized Gain | 1 | 0 | |
Gross Unrealized Loss | 0 | (6) | |
Fair Value | 13,831 | 17,768 | |
Certificates of deposit | Level 2 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Restricted cash | 335 | ||
Amortized Cost | 5,000 | 673 | |
Gross Unrealized Gain | 0 | 0 | |
Gross Unrealized Loss | 0 | 0 | |
Fair Value | 5,000 | 673 | |
Cash equivalents: | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | 51,654 | 25,186 | |
Marketable securities: | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 83,955 | 110,637 | |
Gross Unrealized Gain | 8 | 5 | |
Gross Unrealized Loss | (4) | (11) | |
Fair Value | $ 83,959 | $ 110,631 |
Marketable Securities - Debt Ma
Marketable Securities - Debt Maturities (Details) - Marketable securities: - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Due within one year | $ 75,328 | $ 110,631 |
Due after one year through two years | 8,631 | 0 |
Total marketable securities | $ 83,959 | $ 110,631 |
Significant Balance Sheet Com_3
Significant Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Supplemental Balance Sheet Information [Abstract] | ||
Contract assets | $ 5,040 | $ 7,079 |
Deferred contract costs | 4,264 | 4,855 |
Preferred stock warrant exercise receivable | 0 | 2,158 |
Other prepaid expenses and other current assets | 17,758 | 5,176 |
Total prepaid expenses and other current assets | $ 27,062 | $ 19,268 |
Significant Balance Sheet Com_4
Significant Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 12,443 | $ 12,443 | $ 7,826 | ||
Accumulated depreciation and amortization | (3,847) | (3,847) | (3,232) | ||
Total property and equipment, net | 8,596 | 8,596 | 4,594 | ||
Depreciation expense | 300 | $ 200 | 600 | $ 500 | |
Computer and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 6,565 | 6,565 | 2,277 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 1,424 | 1,424 | 1,094 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 4,454 | $ 4,454 | $ 4,455 |
Significant Balance Sheet Com_5
Significant Balance Sheet Components - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Less: accumulated amortization | $ (11,426) | $ (11,426) | $ (10,393) | ||
Total finite-lived intangible assets, net | 192,175 | 192,175 | 1,208 | ||
Total intangible assets, net | 194,175 | 194,175 | 1,208 | ||
Amortization expense of intangible assets | 600 | $ 1,000 | 1,100 | $ 1,900 | |
Acquired licenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets | 2,000 | $ 2,000 | 0 | ||
Acquired customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization | 11 years | ||||
Intangible assets, gross | 192,000 | $ 192,000 | 0 | ||
Internally developed software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization | 1 year | ||||
Intangible assets, gross | 11,391 | $ 11,391 | 11,391 | ||
Domain name | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization | 10 years | ||||
Intangible assets, gross | $ 210 | $ 210 | $ 210 |
Significant Balance Sheet Com_6
Significant Balance Sheet Components - Amortization Schedule (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Supplemental Balance Sheet Information [Abstract] | ||
2021 (remainder of the year) | $ 8,759 | |
2022 | 17,472 | |
2023 | 17,472 | |
2024 | 17,472 | |
2025 | 17,472 | |
Thereafter | 113,528 | |
Total finite-lived intangible assets, net | $ 192,175 | $ 1,208 |
Significant Balance Sheet Com_7
Significant Balance Sheet Components - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill as of December 31, 2020 | $ 0 |
Business combinations | 284,798 |
Goodwill as June 30, 2021 | $ 284,798 |
Significant Balance Sheet Com_8
Significant Balance Sheet Components - Note Receivable (Details) - USD ($) | 1 Months Ended | |
Jan. 31, 2021 | Jun. 30, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Potential merger consideration | $ 500,000,000 | |
Series Seed Preferred Stock | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Shares issuable in debt conversion (in shares) | 4,500,000 | |
Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Account receivable | $ 3,000,000 | |
Interest rate | 2.00% | |
Term of receivable | 60 months |
Significant Balance Sheet Com_9
Significant Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Supplemental Balance Sheet Information [Abstract] | ||
Accrued expenses | $ 1,217 | $ 2,477 |
Accrued professional fees | 11,357 | 701 |
Accrued connectivity fees | 2,727 | 2,833 |
Operating lease liabilities, current portion | 4,117 | 2,580 |
Other | 10,275 | 319 |
Total other current liabilities | $ 29,693 | $ 8,910 |
Significant Balance Sheet Co_10
Significant Balance Sheet Components - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Text Block [Abstract] | |
Payment of advisory fees | $ 1 |
Advisory fees | 4 |
Discretionary advisory fees | $ 1 |
Significant Balance Sheet Co_11
Significant Balance Sheet Components - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Supplemental Balance Sheet Information [Abstract] | ||
Deferred tax liabilities | $ 604 | $ 0 |
Early exercise liability | 10,631 | 322 |
Payroll tax liabilities | 2,695 | 3,053 |
Other liabilities | 493 | 0 |
Other long-term liabilities | $ 14,423 | $ 3,375 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Leases [Abstract] | |||||
Restricted cash related to lease obligations | $ 5,000,000 | $ 5,000,000 | $ 5,200,000 | ||
Operating lease costs | 700,000 | $ 800,000 | 1,600,000 | ||
Variable lease costs | 500,000 | 900,000 | $ 1,000,000 | ||
Sublease income | $ 0 | $ 300,000 | $ 0 | 500,000 | |
Weighted average remaining operating lease term | 4 years 3 months 18 days | 4 years 3 months 18 days | 5 years 1 month 6 days | ||
Weighted average discount rate | 7.00% | 7.00% | 6.60% | ||
Cash paid | $ 1,700,000 | $ 1,800,000 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 2,882 |
2022 | 4,764 |
2023 | 4,925 |
2024 | 4,740 |
2025 | 2,945 |
Thereafter | 1,370 |
Total lease payments | 21,626 |
Less: imputed interest | (2,954) |
Total operating lease liabilities | $ 18,672 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Title365 | |
Business Acquisition [Line Items] | |
Ownership percentage | 9.90% |
Title365 | Mr. Cooper | |
Business Acquisition [Line Items] | |
Ownership percentage | 9.90% |
Title365 | |
Business Acquisition [Line Items] | |
Interest acquired | 90.10% |
Purchase consideration | $ 421,071 |
Cash consideration | 420,216 |
Related party receivables | (8,600) |
Transaction costs | $ 8,500 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 284,798 | $ 0 |
Title365 | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 16,500 | |
Trade and other receivables | 19,783 | |
Prepaid expenses and other current assets | 7,703 | |
Property and equipment, net | 4,031 | |
Operating lease right-of-use assets | 3,520 | |
Intangible assets | 194,000 | |
Restricted cash, non-current | 335 | |
Accounts payable | (1,165) | |
Accrued compensation | (3,387) | |
Other current liabilities | (10,911) | |
Operating lease liabilities, non-current | (1,963) | |
Other long-term liabilities | (45,907) | |
Net identifiable assets | 182,539 | |
Redeemable noncontrolling interest | (46,266) | |
Goodwill | 284,798 | |
Total estimated purchase consideration | $ 421,071 |
Business Combinations - Fair Va
Business Combinations - Fair Value of Consideration Transferred (Details) - Title365 $ in Thousands | Jun. 30, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash consideration | $ 420,216 |
Fair value of replacement share-based payment awards | 855 |
Total estimated purchase consideration | $ 421,071 |
Business Combinations - Acquire
Business Combinations - Acquired Intangible Assets (Details) - Title365 $ in Thousands | Jun. 30, 2021USD ($) |
Acquired licenses | |
Business Acquisition [Line Items] | |
Indefinite-lived asset acquired | $ 2,000 |
Acquired customer relationships | |
Business Acquisition [Line Items] | |
Finite-lived asset acquired | $ 192,000 |
Finite-lived asset acquired, weighted average remaining useful live | 11 years |
Business Combinations - Pro For
Business Combinations - Pro Forma (Details) - Title365 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 98,219 | $ 73,641 | $ 203,211 | $ 132,584 |
Net loss | (31,240) | (28,449) | (44,064) | (12,858) |
Net income (loss) attributable to redeemable noncontrolling interest | 806 | (153) | 2,002 | 485 |
Net loss attributable to Blend Labs, Inc. | $ (32,046) | $ (28,296) | $ (46,066) | $ (13,343) |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Shares Authorized (in shares) | 149,566,300 | 127,097,070 |
Shares Issued (in shares) | 146,180,902 | 121,352,684 |
Shares Outstanding (in shares) | 146,180,902 | 121,352,684 |
Net Carrying Value (in thousands) | $ 702,940 | $ 385,225 |
Aggregate Liquidation Preference (in thousands) | $ 710,477 | $ 387,841 |
Series A | ||
Class of Stock [Line Items] | ||
Shares Authorized (in shares) | 15,483,330 | 15,483,330 |
Shares Issued (in shares) | 15,483,316 | 15,483,318 |
Shares Outstanding (in shares) | 15,483,316 | 15,483,318 |
Net Carrying Value (in thousands) | $ 6,081 | $ 6,081 |
Aggregate Liquidation Preference (in thousands) | $ 6,107 | $ 6,107 |
Series B | ||
Class of Stock [Line Items] | ||
Shares Authorized (in shares) | 12,180,448 | 12,180,448 |
Shares Issued (in shares) | 12,180,443 | 12,180,443 |
Shares Outstanding (in shares) | 12,180,443 | 12,180,443 |
Net Carrying Value (in thousands) | $ 10,642 | $ 10,642 |
Aggregate Liquidation Preference (in thousands) | $ 10,975 | $ 10,975 |
Series B-1 | ||
Class of Stock [Line Items] | ||
Shares Authorized (in shares) | 8,382,809 | 8,382,809 |
Shares Issued (in shares) | 8,382,807 | 8,382,807 |
Shares Outstanding (in shares) | 8,382,807 | 8,382,807 |
Net Carrying Value (in thousands) | $ 9,927 | $ 9,927 |
Aggregate Liquidation Preference (in thousands) | $ 10,000 | $ 10,000 |
Series C | ||
Class of Stock [Line Items] | ||
Shares Authorized (in shares) | 15,583,719 | 15,583,719 |
Shares Issued (in shares) | 15,583,713 | 15,583,713 |
Shares Outstanding (in shares) | 15,583,713 | 15,583,713 |
Net Carrying Value (in thousands) | $ 37,923 | $ 37,923 |
Aggregate Liquidation Preference (in thousands) | $ 38,000 | $ 38,000 |
Series D | ||
Class of Stock [Line Items] | ||
Shares Authorized (in shares) | 33,334,113 | 33,334,113 |
Shares Issued (in shares) | 32,064,181 | 31,643,142 |
Shares Outstanding (in shares) | 32,064,181 | 31,643,142 |
Net Carrying Value (in thousands) | $ 112,802 | $ 111,302 |
Aggregate Liquidation Preference (in thousands) | $ 114,232 | $ 112,732 |
Series D-1 | ||
Class of Stock [Line Items] | ||
Shares Authorized (in shares) | 4,317,726 | 4,317,726 |
Shares Issued (in shares) | 2,202,310 | 548,032 |
Shares Outstanding (in shares) | 2,202,310 | 548,032 |
Net Carrying Value (in thousands) | $ 8,672 | $ 2,158 |
Aggregate Liquidation Preference (in thousands) | $ 8,671 | $ 2,158 |
Series E | ||
Class of Stock [Line Items] | ||
Shares Authorized (in shares) | 27,624,259 | 27,624,259 |
Shares Issued (in shares) | 27,624,249 | 27,624,249 |
Shares Outstanding (in shares) | 27,624,249 | 27,624,249 |
Net Carrying Value (in thousands) | $ 130,945 | $ 130,945 |
Aggregate Liquidation Preference (in thousands) | $ 131,311 | $ 131,311 |
Series F | ||
Class of Stock [Line Items] | ||
Shares Authorized (in shares) | 9,906,985 | 10,190,666 |
Shares Issued (in shares) | 9,906,980 | 9,906,980 |
Shares Outstanding (in shares) | 9,906,980 | 9,906,980 |
Net Carrying Value (in thousands) | $ 76,247 | $ 76,247 |
Aggregate Liquidation Preference (in thousands) | $ 76,558 | $ 76,558 |
Series G | ||
Class of Stock [Line Items] | ||
Shares Authorized (in shares) | 22,752,911 | |
Shares Issued (in shares) | 22,752,903 | |
Shares Outstanding (in shares) | 22,752,903 | |
Net Carrying Value (in thousands) | $ 309,701 | |
Aggregate Liquidation Preference (in thousands) | $ 314,623 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020shares | |
Class of Stock [Line Items] | |||
Shares Outstanding (in shares) | 146,180,902 | 121,352,684 | |
Shares issued during period | $ | $ 309,701,000 | ||
Conversion ratio | 1 | ||
Incremental compensation cost | $ | $ 1,200,000 | ||
Dividend rate | 6.00% | ||
IPO | |||
Class of Stock [Line Items] | |||
Aggregate minimum price per share (in dollars per share) | $ / shares | $ 13.827822 | ||
Minimum cash proceeds required to trigger conversion | $ | $ 50,000,000 | ||
Founders Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Outstanding (in shares) | 691,666 | 1,026,007 | |
Redemption price (in dollars per share) | $ / shares | $ 0.30 | ||
Series A | |||
Class of Stock [Line Items] | |||
Shares Outstanding (in shares) | 15,483,316 | 15,483,318 | |
Redemption price (in dollars per share) | $ / shares | $ 0.394392 | ||
Series B | |||
Class of Stock [Line Items] | |||
Shares Outstanding (in shares) | 12,180,443 | 12,180,443 | |
Redemption price (in dollars per share) | $ / shares | $ 0.901041 | ||
Series B-1 | |||
Class of Stock [Line Items] | |||
Shares Outstanding (in shares) | 8,382,807 | 8,382,807 | |
Redemption price (in dollars per share) | $ / shares | $ 1.192917 | ||
Series C | |||
Class of Stock [Line Items] | |||
Shares Outstanding (in shares) | 15,583,713 | 15,583,713 | |
Redemption price (in dollars per share) | $ / shares | $ 2.438442 | ||
Series D | |||
Class of Stock [Line Items] | |||
Shares Outstanding (in shares) | 32,064,181 | 31,643,142 | |
Redemption price (in dollars per share) | $ / shares | $ 3.562605 | ||
Series D-1 | |||
Class of Stock [Line Items] | |||
Shares Outstanding (in shares) | 2,202,310 | 548,032 | |
Redemption price (in dollars per share) | $ / shares | $ 3.937257 | ||
Series E | |||
Class of Stock [Line Items] | |||
Shares Outstanding (in shares) | 27,624,249 | 27,624,249 | |
Redemption price (in dollars per share) | $ / shares | $ 4.753482 | ||
Series F | |||
Class of Stock [Line Items] | |||
Shares Outstanding (in shares) | 9,906,980 | 9,906,980 | |
Redemption price (in dollars per share) | $ / shares | $ 7.277718 | ||
Series G | |||
Class of Stock [Line Items] | |||
Shares Outstanding (in shares) | 22,752,903 | ||
Shares issued during period (in shares) | 22,418,562 | ||
Shares issued during period | $ | $ 309,700,000 | ||
Redemption price (in dollars per share) | $ / shares | $ 13.827822 | $ 13.827822 | |
Conversion ratio | 1 | ||
Series G | Secondary Sale | |||
Class of Stock [Line Items] | |||
Number of shares sold (in shares) | 334,341 | ||
Proceeds from sale of equity | $ | $ 0 | ||
Share price (in dollars per share) | $ / shares | $ 13.827822 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Voting rights | vote | 10 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Voting rights | vote | 1 |
Convertible Preferred Stock W_2
Convertible Preferred Stock Warrants (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018awardshares | Jun. 30, 2020shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Mar. 31, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |||||
Number of warrant awards | award | 5 | ||||
Warrants exercised during period (in shares) | 0 | 0 | |||
Proceeds from warrants exercised | $ | $ 10,172 | $ 0 | |||
Series D | |||||
Class of Warrant or Right [Line Items] | |||||
Number shares warrants can purchase (in shares) | 2,111,997 | ||||
Warrants exercised during period (in shares) | 421,039 | ||||
Series D-1 | |||||
Class of Warrant or Right [Line Items] | |||||
Number shares warrants can purchase (in shares) | 4,317,725 | 1,269,919 | |||
Warrants exercised during period (in shares) | 1,654,276 | ||||
Proceeds from warrants exercised | $ | $ 8,000 | ||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 3.937257 |
Common Stock (Details)
Common Stock (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Shares authorized (in shares) | 198,765,859 | 143,161,807 | |
Par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |
Shares issued (in shares) | 14,880,393 | 15,038,726 | |
Shares outstanding (in shares) | 14,880,393 | 15,038,726 | |
Shares converted (in shares) | 666,666 | ||
Shares issued in conversion (in shares) | 1 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Shares authorized (in shares) | 286,666,667 | 228,333,333 | |
Par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |
Shares issued (in shares) | 45,259,907 | 32,908,824 | |
Shares outstanding (in shares) | 45,259,907 | 32,908,824 | |
Shares converted (in shares) | 1 | ||
Shares issued in conversion (in shares) | 666,666 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Nov. 30, 2018 | May 01, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for issuance (in shares) | 4,000,000 | ||||||
Weighted average exercise price | |||||||
Weighted average grant-date fair value of options granted (in dollars per share) | $ 5.67 | $ 1.32 | $ 6.56 | $ 1.05 | |||
Aggregate intrinsic value of options exercised | $ 86,400 | $ 3,700 | $ 147,500 | $ 10,900 | |||
2012 Stock Plan | |||||||
Number of options | |||||||
Beginning Balance (in shares) | 33,750 | ||||||
Granted (in shares) | 10,548 | ||||||
Exercised (in shares) | (12,192) | ||||||
Cancelled and forfeited (in shares) | (842) | ||||||
Ending Balance (in shares) | 31,264 | 31,264 | 33,750 | ||||
Vested and exercisable (in shares) | 8,709 | 8,709 | |||||
Weighted average exercise price | |||||||
Beginning Balance (in dollars per share) | $ 1.74 | ||||||
Granted (in dollars per share) | 10.83 | ||||||
Exercised (in dollars per share) | 1.92 | ||||||
Cancelled and forfeited (in dollars per share) | 4.33 | ||||||
Ending Balance (in dollars per share) | $ 4.66 | 4.66 | $ 1.74 | ||||
Vested and exercisable (in dollars per share) | $ 1.44 | $ 1.44 | |||||
Weighted average remaining contractual life (years) | 4 years 4 months 20 days | 7 years 11 months 12 days | |||||
Weighted average remaining contractual life, vested and exercisable (years) | 6 years 9 months 29 days | ||||||
Aggregate intrinsic value | $ 392,705 | $ 392,705 | $ 175,444 | ||||
Aggregate intrinsic value, vested and exercisable | $ 137,426 | $ 137,426 | |||||
2012 Stock Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of common stock value at grant date | 100.00% | 100.00% | |||||
Vesting period | 4 years | ||||||
2012 Stock Plan | Incentive Stock Options | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stockholder percentage | 10.00% | 10.00% | |||||
Percentage of common stock value at grant date | 110.00% | 110.00% | |||||
2012 Stock Plan | Class B Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | 69,516,321 | ||||||
Number of shares available for issuance (in shares) | 4,477,249 | 4,477,249 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - $ / shares | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend yield | 0.00% | ||||
2012 Stock Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested and exercisable (in dollars per share) | $ 1.44 | $ 1.44 | |||
Stock Options | Tranche One | Non-employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested and exercisable (in dollars per share) | $ 12.27 | ||||
Fair value of common stock (in dollars per share) | $ 18 | ||||
Expected term (years) | 7 years 5 months 8 days | ||||
Expected volatility | 45.00% | ||||
Risk-free interest rate | 1.71% | ||||
Expected dividend yield | 0.00% | ||||
Stock Options | Tranche Two | Non-employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested and exercisable (in dollars per share) | $ 3.80 | ||||
Fair value of common stock (in dollars per share) | $ 18 | ||||
Expected term (years) | 14 years 9 months | ||||
Expected volatility | 40.00% | ||||
Risk-free interest rate | 1.71% | ||||
Expected dividend yield | 0.00% | ||||
Stock Options | 2012 Stock Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (years) | 5 years 9 months 29 days | 6 years 14 days | 5 years 11 months 23 days | 5 years 11 months 15 days | |
Expected volatility | 32.86% | 32.55% | 32.86% | 31.35% | |
Risk-free interest rate | 0.97% | 0.52% | 1.06% | 0.69% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Non-
Stock-Based Compensation - Non-Plan Founder and Blend Options (Details) - Non-employee - Class B Common Stock | 1 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 26,057,181 |
Granted (in dollars per share) | $ / shares | $ 8.58 |
Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected to vest (in shares) | 1,954,289 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 15 years |
Performance period | 15 months |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | $ 6,609 | $ 3,402 | $ 10,625 | $ 6,641 |
Secondary Market | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 552 | 1,255 | 596 | 3,386 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 157 | 18 | 215 | 37 |
Cost of revenue | Secondary Market | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 0 | 0 | 0 | 0 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 2,832 | 2,457 | 4,218 | 3,214 |
Research and development | Secondary Market | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 287 | 1,255 | 325 | 1,508 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 1,924 | 494 | 3,297 | 2,285 |
Sales and marketing | Secondary Market | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 99 | 0 | 105 | 1,448 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 1,696 | 433 | 2,895 | 1,105 |
General and administrative | Secondary Market | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | $ 166 | $ 0 | $ 166 | $ 430 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | Jun. 17, 2021 | Jan. 31, 2021 | Aug. 24, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2018 | Nov. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ 6,609 | $ 3,402 | $ 10,625 | $ 6,641 | ||||||
Shares subject to repurchase obligation (in shares) | 3,110,044 | 3,110,044 | 162,317 | |||||||
Fair value of shares subject to repurchase obligation | $ 10,600 | $ 10,600 | $ 300 | |||||||
Number of shares available for issuance (in shares) | 4,000,000 | |||||||||
Contra-equity account | $ 2,700 | |||||||||
Debt repaid | $ 2,900 | |||||||||
Subsequent Event | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense | $ 19,400 | |||||||||
Unrecognized compensation expense, period of recognition | 4 years | |||||||||
Employee Note | Limited Recourse Debt | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Face amount | $ 2,700 | |||||||||
Interest rate | 3.04% | |||||||||
Tender Offer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares sold (in shares) | 442,469 | |||||||||
2012 Stock Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense | 81,400 | 81,400 | ||||||||
Stock Options | Non-employee | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense | $ 84,700 | $ 84,700 | ||||||||
Unrecognized compensation expense, period of recognition | 2 years 10 months 24 days | |||||||||
Stock Options | Non-employee | Tranche One | Subsequent Event | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ 24,000 | |||||||||
Stock Options | Non-employee | Tranche Two | Subsequent Event | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ 5,700 | |||||||||
Stock Options | 2012 Stock Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense, period of recognition | 3 years 3 months 18 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit (expense) | $ (45,288) | $ 6 | $ (45,278) | $ 13 |
Net Earnings Per Share - Schedu
Net Earnings Per Share - Schedule of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Less: Undistributed earnings attributable to participating securities | $ (5,766) | $ 0 | $ 0 | $ 0 |
Less: Undistributed earnings attributable to participating securities | (5,766) | 0 | 0 | 0 |
Net income (loss) attributable to common stockholders | 0 | (20,574) | (21,301) | (43,425) |
Net income (loss) attributable to common stockholders | $ 0 | $ (20,574) | $ (21,301) | $ (43,425) |
Denominator: | ||||
Weighted average common stock outstanding (in shares) | 51,956 | 39,166 | 48,547 | 37,997 |
Weighted average diluted securities (in shares) | 77,864 | 39,166 | 48,547 | 37,997 |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0 | $ (0.53) | $ (0.44) | $ (1.14) |
Diluted (in dollars per share) | $ 0 | $ (0.53) | $ (0.44) | $ (1.14) |
Class A Common Stock | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) | $ 1,655 | $ (6,695) | $ (6,571) | $ (14,653) |
Less: Undistributed earnings attributable to participating securities | (1,655) | 0 | 0 | 0 |
Less: Undistributed earnings attributable to participating securities | (1,655) | 0 | 0 | 0 |
Net income (loss) attributable to common stockholders | 0 | (6,695) | (6,571) | (14,653) |
Net income (loss) attributable to common stockholders | $ 0 | $ (6,695) | $ (6,571) | $ (14,653) |
Denominator: | ||||
Weighted average common stock outstanding (in shares) | 14,914 | 12,745 | 14,976 | 12,822 |
Effect of dilutive securities (in shares) | 953 | 0 | 0 | 0 |
Weighted average diluted securities (in shares) | 15,867 | 12,745 | 14,976 | 12,822 |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0 | $ (0.53) | $ (0.44) | $ (1.14) |
Diluted (in dollars per share) | $ 0 | $ (0.53) | $ (0.44) | $ (1.14) |
Class B Common Stock | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) | $ 4,111 | $ (13,879) | $ (14,730) | $ (28,772) |
Less: Undistributed earnings attributable to participating securities | (4,111) | 0 | 0 | 0 |
Less: Undistributed earnings attributable to participating securities | (4,111) | 0 | 0 | 0 |
Net income (loss) attributable to common stockholders | 0 | (13,879) | (14,730) | (28,772) |
Net income (loss) attributable to common stockholders | $ 0 | $ (13,879) | $ (14,730) | $ (28,772) |
Denominator: | ||||
Weighted average common stock outstanding (in shares) | 37,042 | 26,421 | 33,571 | 25,175 |
Effect of dilutive securities (in shares) | 24,955 | 0 | 0 | 0 |
Weighted average diluted securities (in shares) | 61,997 | 26,421 | 33,571 | 25,175 |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0 | $ (0.53) | $ (0.44) | $ (1.14) |
Diluted (in dollars per share) | $ 0 | $ (0.53) | $ (0.44) | $ (1.14) |
Net Earnings Per Share - Antidi
Net Earnings Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 179,603 | 158,550 | 208,574 | 158,550 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 6,534 | 33,654 | 31,264 | 33,654 |
Early exercised options subject to repurchase | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 139 | 156 | 3,110 | 156 |
Options exercised via promissory note | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 0 | 4,000 | 0 | 4,000 |
Non-plan Founder and Head of Blend options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 26,057 | 0 | 26,057 | 0 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 0 | 2,807 | 0 | 2,807 |
Convertible Preferred Stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 0 | 6,009 | 1,270 | 6,009 |
Founders Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 692 | 1,026 | 692 | 1,026 |
Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 146,181 | 110,898 | 146,181 | 110,898 |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 01, 2022shares | Aug. 17, 2021USD ($)shares | Jul. 20, 2021USD ($)$ / sharesshares | Jul. 19, 2021shares | Jul. 02, 2021$ / sharesshares | Jun. 30, 2021USD ($)vote$ / sharesshares | Mar. 31, 2021$ / sharesshares | Aug. 24, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)vote$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)vote$ / sharesshares | Jun. 30, 2020USD ($)shares | Jul. 31, 2021shares | Dec. 31, 2020$ / sharesshares | May 01, 2012shares |
Subsequent Event [Line Items] | |||||||||||||||
Stock based compensation expense | $ | $ 6,609,000 | $ 3,402,000 | $ 10,625,000 | $ 6,641,000 | |||||||||||
2021 Equity Incentive Plan | Forecast | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 34,500,000 | ||||||||||||||
Additional shares authorized as a percentage of outstanding common stock | 0.05 | ||||||||||||||
2012 Stock Plan | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Granted (in shares) | 10,548 | ||||||||||||||
Granted (in dollars per share) | $ / shares | $ 10.83 | ||||||||||||||
Unrecognized compensation expense | $ | $ 81,400,000 | 81,400,000 | $ 81,400,000 | ||||||||||||
Stock options | 2012 Stock Plan | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Unrecognized compensation expense, period of recognition | 3 years 3 months 18 days | ||||||||||||||
Non-employee | Stock options | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Unrecognized compensation expense | $ | $ 84,700,000 | $ 84,700,000 | $ 84,700,000 | ||||||||||||
Unrecognized compensation expense, period of recognition | 2 years 10 months 24 days | ||||||||||||||
Line of Credit | LIBOR | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Variable rate | 7.50% | ||||||||||||||
Floor rate | 1.00% | 1.00% | 1.00% | ||||||||||||
Line of Credit | Base Rate | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Variable rate | 6.50% | ||||||||||||||
Floor rate | 2.00% | 2.00% | 2.00% | ||||||||||||
Unused commitment fee percentage | 0.50% | ||||||||||||||
Line of Credit | Federal Funds Effective Rate | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Variable rate | 0.50% | ||||||||||||||
Term Loan | Line of Credit | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ | $ 225,000,000 | $ 225,000,000 | $ 225,000,000 | ||||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||
Revolving Credit Facility | Line of Credit | Letter Of Credit Sublimit | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
Revolving Credit Facility | Line of Credit | Swingline Sub-Facility | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||||||||
Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Capital stock reserved for future issuance (in shares) | 3,200,000,000 | ||||||||||||||
Shares issued (in shares) | 0.00001 | ||||||||||||||
Granted (in shares) | 2,726,827 | ||||||||||||||
Granted (in dollars per share) | $ / shares | $ 18.01 | ||||||||||||||
Unrecognized compensation expense | $ | $ 19,400,000 | ||||||||||||||
Unrecognized compensation expense, period of recognition | 4 years | ||||||||||||||
Subsequent Event | 2021 Equity Incentive Plan | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares authorized (in shares) | 23,000,000 | ||||||||||||||
Subsequent Event | 2012 Stock Plan | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares authorized (in shares) | 36,101,718 | ||||||||||||||
Subsequent Event | RSUs | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Unrecognized compensation expense, period of recognition | 1 year | ||||||||||||||
RSUs granted in period (in shares) | 46,270 | ||||||||||||||
Unrecognized compensation expense | $ | $ 800,000 | ||||||||||||||
Subsequent Event | Non-employee | Tranche One | Stock options | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Stock based compensation expense | $ | 24,000,000 | ||||||||||||||
Subsequent Event | Non-employee | Tranche Two | Stock options | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Stock based compensation expense | $ | $ 5,700,000 | ||||||||||||||
Subsequent Event | Founders Convertible Preferred Stock | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Capital stock reserved for future issuance (in shares) | 200,000,000 | ||||||||||||||
Series G | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number shares warrants can purchase (in shares) | 598,431 | ||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 13.827822 | ||||||||||||||
Expiration period | 10 years | ||||||||||||||
Class A Common Stock | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares converted (in shares) | 666,666 | ||||||||||||||
Shares issued in conversion (in shares) | 1 | ||||||||||||||
Par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Shares issued (in shares) | 14,880,393 | 14,880,393 | 14,880,393 | 15,038,726 | |||||||||||
Shares outstanding (in shares) | 14,880,393 | 14,880,393 | 14,880,393 | 15,038,726 | |||||||||||
Voting rights | vote | 1 | 1 | 1 | ||||||||||||
Class A Common Stock | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued in conversion of convertible preferred stock (in shares) | 146,872,568 | ||||||||||||||
Proceeds from IPO | $ | $ 325,700,000 | ||||||||||||||
Capital stock reserved for future issuance (in shares) | 1,800,000,000 | ||||||||||||||
Shares issued (in shares) | 214,132,175 | ||||||||||||||
Shares outstanding (in shares) | 214,132,175 | ||||||||||||||
Class A Common Stock | Subsequent Event | Founder And Head Of Blend | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares converted (in shares) | 12,883,331 | ||||||||||||||
Class A Common Stock | Subsequent Event | IPO | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares sold (in shares) | 20,000,000 | ||||||||||||||
Par value (in dollars per share) | $ / shares | $ 0.00001 | ||||||||||||||
Share price (in dollars per share) | $ / shares | $ 18 | ||||||||||||||
Underwriter's discount and commissions | $ | $ 24,300,000 | ||||||||||||||
Offering expenses | $ | $ (10,000,000) | ||||||||||||||
Class A Common Stock | Subsequent Event | Over-Allotment Option | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares sold (in shares) | 2,468,111 | ||||||||||||||
Underwriter's discount and commissions | $ | $ 3,000,000 | ||||||||||||||
Proceeds from sale of equity | $ | $ 41,400,000 | ||||||||||||||
Class B Common Stock | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares converted (in shares) | 1 | ||||||||||||||
Shares issued in conversion (in shares) | 666,666 | ||||||||||||||
Par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Shares issued (in shares) | 45,259,907 | 45,259,907 | 45,259,907 | 32,908,824 | |||||||||||
Shares outstanding (in shares) | 45,259,907 | 45,259,907 | 45,259,907 | 32,908,824 | |||||||||||
Voting rights | vote | 40 | 40 | 40 | ||||||||||||
Class B Common Stock | 2012 Stock Plan | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares authorized (in shares) | 69,516,321 | ||||||||||||||
Class B Common Stock | Non-employee | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Granted (in shares) | 26,057,181 | ||||||||||||||
Granted (in dollars per share) | $ / shares | $ 8.58 | ||||||||||||||
Class B Common Stock | Non-employee | Tranche One | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Expected to vest (in shares) | 1,954,289 | ||||||||||||||
Class B Common Stock | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued upon conversion per share (in shares) | 1 | ||||||||||||||
Capital stock reserved for future issuance (in shares) | 600,000,000 | ||||||||||||||
Shares issued (in shares) | 12,883,331 | ||||||||||||||
Shares outstanding (in shares) | 12,883,331 | ||||||||||||||
Class C Common Stock | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Capital stock reserved for future issuance (in shares) | 600,000,000 | ||||||||||||||
Shares issued (in shares) | 0 | ||||||||||||||
Shares outstanding (in shares) | 0 |