Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 03, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 439.9 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference Portions of the registrant’s Definitive Proxy Statement relating to the 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2022. | ||
Document Fiscal Year Focus | 2022 | ||
Document Period Focus | FY | ||
Entity Central Index Key | 0001855747 | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 232,126,271 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,720,593 | ||
Class C Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Francisco, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 124,199 | $ 213,082 |
Marketable securities and other investments | 229,948 | 334,147 |
Trade and other receivables, net of allowance for credit losses of $436 and $1,371, respectively | 22,718 | 34,076 |
Prepaid expenses and other current assets | 19,231 | 31,713 |
Total current assets | 396,096 | 613,018 |
Property and equipment, net | 5,742 | 6,155 |
Operating lease right-of-use assets | 11,668 | 14,713 |
Intangible assets, net | 2,127 | 173,008 |
Goodwill | 0 | 287,228 |
Deferred contract costs | 1,691 | 4,178 |
Restricted cash, non-current | 5,358 | 5,358 |
Other non-current assets | 10,082 | 8,828 |
Total assets | 432,764 | 1,112,486 |
Current liabilities: | ||
Accounts payable | 1,260 | 6,160 |
Deferred revenue | 8,695 | 8,068 |
Accrued compensation | 10,059 | 18,140 |
Other current liabilities | 15,459 | 27,662 |
Total current liabilities | 35,473 | 60,030 |
Operating lease liabilities, non-current | 11,091 | 14,607 |
Other non-current liabilities | 5,478 | 13,415 |
Debt, non-current, net | 216,801 | 213,843 |
Total liabilities | 268,843 | 301,895 |
Commitments and contingencies (Note 8) | ||
Redeemable noncontrolling interest | 40,749 | 35,949 |
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Common stock | 2 | 2 |
Additional paid-in capital | 1,286,815 | 1,218,213 |
Accumulated other comprehensive loss | (708) | (808) |
Accumulated deficit | (1,162,937) | (442,765) |
Total stockholders’ equity | 123,172 | 774,642 |
Total liabilities, redeemable noncontrolling interest and stockholders’ equity | $ 432,764 | $ 1,112,486 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for credit loss, current | $ 436 | $ 1,371 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 200,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 3,000,000,000 | |
Common stock, shares issued (in shares) | 240,931,000 | 230,324,000 |
Common stock, shares outstanding (in shares) | 240,931,000 | 230,324,000 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 1,800,000,000 | |
Common stock, shares issued (in shares) | 230,210,000 | 217,691,000 |
Common stock, shares outstanding (in shares) | 230,210,000 | 217,691,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 600,000,000 | |
Common stock, shares issued (in shares) | 10,721,000 | 12,633,000 |
Common stock, shares outstanding (in shares) | 10,721,000 | 12,633,000 |
Class C Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 600,000,000 | |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 235,201 | $ 234,495 | $ 96,029 |
Cost of revenue | 145,550 | 118,506 | 34,289 |
Gross profit | 89,651 | 115,989 | 61,740 |
Operating expenses: | |||
Research and development | 138,094 | 92,216 | 55,503 |
Sales and marketing | 85,248 | 84,077 | 51,420 |
General and administrative | 139,120 | 128,802 | 30,108 |
Amortization of acquired intangible assets | 8,411 | 8,136 | 0 |
Impairment of intangible assets and goodwill | 449,680 | 0 | 0 |
Restructuring | 15,275 | 0 | 0 |
Total operating expenses | 835,828 | 313,231 | 137,031 |
Loss from operations | (746,177) | (197,242) | (75,291) |
Interest expense | (24,790) | (11,279) | 0 |
Other income (expense), net | 4,916 | 493 | 700 |
Loss before income taxes | (766,051) | (208,028) | (74,591) |
Income tax benefit (expense) | 2,241 | 38,886 | (26) |
Net loss | (763,810) | (169,142) | (74,617) |
Net loss (income) attributable to noncontrolling interest | 43,638 | (771) | 0 |
Net loss attributable to Blend Labs, Inc. | (720,172) | (169,913) | (74,617) |
Less: Accretion of redeemable noncontrolling interest to redemption value | (48,438) | (1,430) | 0 |
Net loss attributable to Blend Labs, Inc. common stockholders | (768,610) | (171,343) | (74,617) |
Net loss attributable to Blend Labs, Inc. common stockholders | $ (768,610) | $ (171,343) | $ (74,617) |
Net loss per share attributable to Blend Labs, Inc. common stockholders: | |||
Basic (in dollars per share) | $ (3.28) | $ (1.30) | $ (1.89) |
Diluted (in dollars per share) | $ (3.28) | $ (1.30) | $ (1.89) |
Weighted average shares used in calculating net loss per share: | |||
Basic (in shares) | 234,161 | 131,985 | 39,407 |
Diluted (in shares) | 234,161 | 131,985 | 39,407 |
Comprehensive loss: | |||
Net loss | $ (763,810) | $ (169,142) | $ (74,617) |
Unrealized loss on marketable securities | (135) | (794) | (98) |
Foreign currency translation gain (loss) | 235 | (9) | 0 |
Comprehensive loss | (763,710) | (169,945) | (74,715) |
Less: Comprehensive loss (income) attributable to noncontrolling interest | 43,638 | (771) | 0 |
Comprehensive loss attributable to Blend Labs, Inc. | $ (720,072) | $ (170,716) | $ (74,715) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands | Total | Convertible Preferred Stock | Redeemable Noncontrolling Interest | Founders Preferred Stock and Convertible Preferred | Founders Preferred Stock and Convertible Preferred Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2019 | $ 134,967 | $ 306,820 | $ 1 | $ 26,288 | $ 93 | $ (198,235) | |||
Beginning balance (in shares) at Dec. 31, 2019 | 111,924 | 38,933 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of series convertible preferred stock, net of issuance costs (in shares) | 9,907 | ||||||||
Issuance of series convertible preferred stock, net of issuance costs | 76,247 | $ 76,247 | |||||||
Issuance of Series D convertible preferred stock upon exercise of convertible preferred stock warrants (in shares) | 548 | ||||||||
Issuance of Series D convertible preferred stock upon exercise of Convertible Preferred Stock warrants | 2,158 | $ 2,158 | |||||||
Issuance of common stock upon exercise of stock options, net of repurchases (in shares) | 6,207 | ||||||||
Issuance of common stock upon exercise of stock options, net of repurchases | 4,161 | 4,161 | |||||||
Exercise of performance-based convertible preferred stock warrants (in shares) | 2,807 | ||||||||
Exercise of performance-based convertible preferred stock warrants | 10,000 | 10,000 | |||||||
Vesting of early exercised stock options | 210 | 210 | |||||||
Vesting of performance-based convertible preferred stock warrants | 185 | 185 | |||||||
Stock-based compensation | 10,124 | 10,124 | |||||||
Accretion of redeemable noncontrolling interest to redemption value | 0 | ||||||||
Other Comprehensive Income (Loss), Net of Tax | (98) | (98) | |||||||
Net (loss) income | (74,617) | (74,617) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 122,379 | 47,948 | |||||||
Ending balance at Dec. 31, 2020 | 163,337 | $ 0 | $ 385,225 | $ 1 | 50,968 | (5) | (272,852) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of series convertible preferred stock, net of issuance costs (in shares) | 22,419 | 22,468 | |||||||
Issuance of series convertible preferred stock, net of issuance costs | 366,684 | $ 309,701 | $ 309,701 | 366,684 | |||||
Issuance of common stock upon exercise of stock options, net of repurchases (in shares) | 12,927 | ||||||||
Issuance of common stock upon exercise of stock options, net of repurchases | 13,397 | 13,397 | |||||||
Exercise of performance-based convertible preferred stock warrants (in shares) | 2,075 | ||||||||
Exercise of performance-based convertible preferred stock warrants | 8,014 | $ 8,014 | |||||||
Vesting of early exercised stock options | 5,023 | 5,023 | |||||||
Vesting of performance-based convertible preferred stock warrants | 118 | 118 | |||||||
Vesting of restricted stock units (in shares) | 108 | ||||||||
Stock-based compensation | 70,844 | 70,844 | |||||||
Unrealized loss on investments in marketable securities | (794) | (794) | |||||||
Repayment of employee promissory note collateralized by common stock | 2,881 | 2,881 | |||||||
Noncontrolling interest recognized in connection with business combination | 0 | 33,748 | |||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering (in shares) | (146,873) | 146,873 | |||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering | 0 | $ (702,940) | $ 1 | 702,939 | |||||
Issuance of warrant in connection with the Credit Agreement | 6,789 | 6,789 | |||||||
Foreign currency translation gain | (9) | (9) | |||||||
Accretion of redeemable noncontrolling interest to redemption value | (1,430) | 1,430 | (1,430) | ||||||
Net (loss) income | (169,913) | 771 | (169,913) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 230,324 | |||||||
Ending balance at Dec. 31, 2021 | 774,642 | 35,949 | $ 0 | $ 2 | 1,218,213 | (808) | (442,765) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon exercise of stock options, net of repurchases (in shares) | 2,706 | ||||||||
Issuance of common stock upon exercise of stock options, net of repurchases | 3,548 | 3,548 | |||||||
Vesting of early exercised stock options | 4,060 | 4,060 | |||||||
Vesting of restricted stock units (in shares) | 7,901 | ||||||||
Stock-based compensation | 109,702 | 109,702 | |||||||
Unrealized loss on investments in marketable securities | (135) | (135) | |||||||
Foreign currency translation gain | 235 | 235 | |||||||
Accretion of redeemable noncontrolling interest to redemption value | (48,438) | 48,438 | (48,438) | ||||||
Other | (270) | (270) | |||||||
Net (loss) income | (720,172) | (43,638) | (720,172) | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 240,931 | ||||||||
Ending balance at Dec. 31, 2022 | $ 123,172 | $ 40,749 | $ 2 | $ 1,286,815 | $ (708) | $ (1,162,937) |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance costs | $ 299 | $ 311 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net loss | $ (763,810) | $ (169,142) | $ (74,617) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation | 109,702 | 70,844 | 10,124 |
Depreciation and amortization | 10,766 | 10,607 | 3,993 |
Impairment of intangible assets and goodwill | 449,680 | 0 | 0 |
Amortization of deferred contract costs | 4,638 | 5,030 | 3,648 |
Amortization of debt discount and issuance costs | 3,058 | 1,390 | 0 |
Amortization of operating lease right-of-use assets | 3,650 | 3,207 | 2,354 |
Release of valuation allowance and change in deferred taxes | (2,864) | (39,311) | 0 |
Gain on investment in equity securities | (2,884) | 0 | 0 |
Other | 2,129 | 2,944 | 719 |
Changes in operating assets and liabilities: | |||
Trade and other receivables | 12,289 | (5,839) | (12,171) |
Prepaid expenses and other assets, current and non-current | 9,374 | (13,929) | (6,539) |
Deferred contract costs, non-current | 2,487 | 1,236 | (2,042) |
Accounts payable | (4,900) | 1,558 | 293 |
Deferred revenue | 627 | (5,554) | 1,226 |
Accrued compensation | (8,081) | 5,588 | 5,725 |
Operating lease liabilities | (3,888) | (3,200) | (2,573) |
Other liabilities, current and non-current | (12,391) | 7,067 | 4,847 |
Net cash used in operating activities | (190,418) | (127,504) | (65,013) |
Investing activities | |||
Purchases of marketable securities | (145,543) | (351,583) | (173,965) |
Sales of marketable securities | 6 | 0 | 36,746 |
Maturities of marketable securities | 247,036 | 125,075 | 130,624 |
Additions to property, equipment, internal-use software and intangible assets | (2,068) | (1,886) | (1,322) |
Investment in non-marketable equity securities | 0 | (2,500) | 0 |
Investment in note receivable | 0 | (3,000) | 0 |
Acquisition of Title365, net of cash acquired | 0 | (400,014) | 0 |
Net cash provided by (used in) investing activities | 99,431 | (633,908) | (7,917) |
Financing activities | |||
Proceeds from initial public offering, net of underwriters' fees and issuance costs | (391) | 366,805 | 0 |
Proceeds from debt financing, net of issuance costs | 0 | 218,792 | 0 |
Proceeds from exercises of stock options, including early exercises, net of repurchases | 2,611 | 25,222 | 4,509 |
Proceeds from exercises of common stock warrants | 0 | 0 | 10,000 |
Proceeds from issuance of Convertible Preferred Stock, net of issuance costs | 0 | 309,701 | 76,247 |
Proceeds from exercises of Convertible Preferred Stock warrants | 0 | 10,172 | 0 |
Proceeds from repayment of employee promissory note collateralized by common stock | 0 | 2,881 | 0 |
Net cash provided by financing activities | 2,220 | 933,573 | 90,756 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (116) | (9) | 0 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (88,883) | 172,152 | 17,826 |
Cash, cash equivalents, and restricted cash at beginning of period | 218,440 | 46,288 | 28,462 |
Cash, cash equivalents, and restricted cash at end of period | 129,557 | 218,440 | 46,288 |
Reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets: | |||
Cash and cash equivalents | 124,199 | 213,082 | 41,092 |
Restricted cash | 5,358 | 5,358 | 5,196 |
Total cash, cash equivalents, and restricted cash | 129,557 | 218,440 | 46,288 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes | 276 | 884 | 26 |
Cash paid for interest | 25,056 | 6,428 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Deferred offering costs not yet paid | 0 | 121 | 0 |
Vesting of early exercised stock options | 4,060 | 5,023 | 210 |
Non-cash additions to property and equipment | 0 | 0 | 1,347 |
Accretion of redeemable noncontrolling interest to redemption value | 48,438 | 1,430 | 0 |
Issuance of warrant in connection with debt financing | 0 | 6,789 | 0 |
Operating lease liabilities arising from obtaining new or modified right-of-use assets | 605 | 1,715 | 1,398 |
Exercise of Series D Convertible Preferred Stock warrants included in prepaid expenses and other current assets | $ 0 | $ 0 | $ 2,158 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
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 solutions make 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. On June 30, 2021 (the “acquisition date”), the Company acquired 90.1% interest in Title365, an underwritten title insurance agency engaged in selling title insurance policies and escrow services throughout the United States. Integrating Title365 with the Company’s software platform enables financial services firms to automate title commitments and streamline communication with consumers and settlement teams, enabling the customers to accelerate the title, settlement, and closing process at scale for mortgages, home equity lines of credit, and home equity loans. Basis of Presentation, Principles of Consolidation, and Use of Estimates The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and 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 or loss and equity in a consolidated subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. The preparation of consolidated 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 consolidated 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, evaluation of contingencies, determination of the incremental borrowing rates used in calculations of lease liabilities, determination of fair value of stock-based compensation, determination of fair value of warrants, valuation of acquired intangible assets, valuation of the redeemable noncontrolling interest, determination of useful lives of tangible and intangible assets, assessment of impairment of goodwill and intangible assets, and the valuation of equity securities without readily determinable fair value. The Company’s consolidated financial statements for the year ended December 31, 2021 include the results of Title365 from the acquisition date through December 31, 2021. Initial Public Offering and Capital Structure Change On July 20, 2021, the Company completed its initial public offering (the “IPO”), with a subsequent partial exercise of the underwriters’ option to purchase additional shares on August 17, 2021. The Company issued and sold an aggregate of 22,468,111 shares of Class A common stock, par value $0.00001, at an offering price of $18.00 per share, and received aggregate net proceeds of $366.7 million, after deducting underwriters' discounts and commissions of $27.3 million and offering expenses of $10.4 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 Co-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. The following is a summary of the rights of the holders of the Company’s capital stock: Common Stock Subsequent to the IPO, 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 and Class B common stock will vote together as a single class, unless otherwise required by law. At the completion of the IPO, the Co-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. As of December 31, 2022, the Company had 200,000,000 shares authorized and no shares issued and outstanding of preferred stock. 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 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Cash and Cash Equivalents The Company places its cash with high credit quality and federally insured institutions. Cash with any one institution may be in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes the exposure to credit risk is not significant. The Company considers all highly liquid investments with an original maturity date of three months or less at the time of purchase to be cash equivalents. As of December 31, 2022 and 2021, cash and cash equivalents consisted of cash, money market accounts, and highly liquid investments. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents approximate fair value due to the short-term nature of the maturities. Restricted Cash The Company has classified cash that is not available for use in its operations as restricted cash. Restricted cash consists primarily of collateral for letters of credit related to security deposits for the Company’s office facility lease arrangements. As of both December 31, 2022 and 2021, the Company had restricted cash of $5.4 million, all of which was classified as non-current. 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. 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. Cash held by the Company for these purposes was approximately $5.0 million, net of outstanding checks in transit of $42.8 million as of December 31, 2022, and approximately $27.0 million, net of outstanding checks in transit of $56.2 million as of December 31, 2021. Trade and Other Receivables and Credit Loss Reserves The Company reports trade and other receivables net of the allowance for credit losses, in accordance with Accounting Standards Codification (“ASC”) 326, Financial Instruments—Credit Losses . ASC 326 requires an entity to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. The Company’s estimate of expected credit losses is determined based on expected lifetime loss rates calculated from historical data and adjusted for the impact of current and future conditions, such as the age of outstanding receivables, historical payment patterns, any known or expected changes to the customers’ ability to fulfill their payment obligations, or assessment of broader economic conditions that may impact the customers’ ability to pay the outstanding balances. As of December 31, 2022 and 2021, the reserve for expected credit losses was $0.4 million and $1.4 million, respectively. The uncollectible portion of the receivables written off against the reserve for expected credit losses was $0.4 million and $0.1 million, respectively, and the provision for expected credit losses resulted in a reduction to the reserve of $0.5 million and an addition to reserve of $1.5 million, respectively, for the years ended December 31, 2022 and 2021. Marketable Securities Marketable securities consist primarily of U.S. treasury and agency securities, commercial paper, and corporate debt securities. The Company’s policy generally requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss. The Company classifies its marketable securities as available-for-sale securities at the time of purchase and reevaluates such classification at each balance sheet date. The Company has classified its investments as current based on the nature of the investments and their availability for use in current operations. Available-for-sale securities are carried at fair value, with the change in unrealized gains and losses reported as a separate component on the consolidated statements of comprehensive income until realized. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. Securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of the excess, if any, is caused by expected credit losses. Expected credit losses on securities are recognized in other income (expense), net on the consolidated statements of operations, and any remaining unrealized losses are included in accumulated other comprehensive loss in stockholders' equity. For the purposes of computing realized and unrealized gains and losses, the cost of securities is based on the specific-identification method. Interest on securities classified as available for sale is included as a component of investment income within other income (expense), net. The Company does not measure an allowance for credit losses on accrued interest receivable and recognizes interest receivable write offs as a reversal of interest income. No accrued interest was written off during the year ended December 31, 2022. Cloud Computing Arrangements The Company capitalizes certain implementation costs incurred during the application development stage under cloud computing arrangements that are service contracts. The carrying value of the capitalized costs was $0.9 million as of December 31, 2022, of which $0.7 million is presented within prepaid expenses and other current assets, and $0.2 million is presented within other non-current assets on the consolidated balance sheets. The carrying value of the capitalized costs was $0.7 million as of December 31, 2021, of which $0.3 million is presented within prepaid expenses and other current assets and $0.4 million is presented within other non-current assets on the consolidated balance sheets. Amortization of capitalized implementation costs is recognized on a straight-line basis over the term of the associated hosting arrangement when it is ready for its intended use. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life or lease term Expenditures for maintenance and repairs are evaluated to determine whether they are capitalizable or should be expensed as incurred. Gains or losses on disposal of property and equipment are recognized in the period when the assets are sold or disposed of and the related cost and accumulated depreciation is removed from their respective accounts. Leases The Company measures lease liabilities based on the present value of the total lease payments not yet paid discounted based on the Company’s incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The lease liability also includes expected renewal or termination options, if the option is reasonably certain to be exercised. The Company measures right-of-use assets based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs the Company incurs and (iii) tenant incentives under the lease. The Company’s leases do not provide a readily determinable implicit interest rate and the Company uses its incremental borrowing rate to measure the lease liability and corresponding right-of-use asset. The incremental borrowing rate is a fully collateralized rate that considers the Company’s credit rating, market conditions, and the term of the lease. The Company accounts for all components in a lease arrangement as a single combined lease component and begins to recognize lease expense when the lessor makes the underlying asset available to the Company. For short-term leases, the Company records rent expense in the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term and records variable lease payments as incurred. The Company has no finance leases. Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets, such as property and equipment and capitalized software development costs, whenever events or changes in circumstances occur that could impact the recoverability of the asset group to which the assets relate. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the future estimated undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment was recorded for the years ended December 31, 2022, 2021 and 2020. Investment in Non-Marketable Equity Securities Investment in non-marketable equity securities without readily determinable fair values is recorded at cost, less impairment, if any, plus or minus observable price changes in orderly transactions of an identical or similar investment of the same issuer. During the year ended December 31, 2022, the Company recognized a $2.9 million gain as the result of an adjustment to the carrying value of the non-marketable security to reflect observable price changes. The Company determined the adjustment by measuring the security at fair value using the option pricing model (“OPM”) as of the date the observable transaction occurred. Observable transactions, such as the issuance of new equity by an investee, are indicators of investee enterprise value and are used to estimate the fair value of the Company’s investment in the equity security. An OPM is utilized to allocate value to the various classes of securities of the investee, including classes owned by the Company. Such information, available to the Company from the investee entity, is supplemented with the Company’s estimates such as volatility, expected time to liquidity and the rights and obligations of the securities the Company holds. The inputs to valuation techniques used to measure fair value of the Company’s non-marketable equity security are classified as Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. Refer to Note 6, “ Significant Balance Sheet Components ,” in the notes to the consolidated financial statements for further information. At each reporting date, the Company performs a qualitative assessment to evaluate the investment for impairment. If the qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than its carrying value, the carrying amount of the investment is reduced to its fair value. Any adjustments to carrying value based on observable price changes and impairment charges are recorded in other income (expense), net on the consolidated statements of operations and comprehensive loss and the investment is presented within other non-current assets on the consolidated balance sheets. Business Combinations On June 30, 2021, the Company completed its acquisition and obtained control of 90.1% of Title365 (refer to Note 9, “ Business Combinations” ) The Company accounts for acquisitions in accordance with ASC 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. Due to a continued decline in economic and market conditions, including a decline in the Company’s market capitalization and current and projected declines in the operating results of the Title365 segment, the Company determined that triggering events that indicate the assets should be evaluated for impairment existed as of June 30, 2022 and performed an interim quantitative impairment analysis, which resulted in a partial impairment of goodwill and the acquired customer relationship intangible assets. Subsequently, based on further deterioration in market conditions in the third quarter of 2022, such as continued increases in interest rates leading to further declines in the current and projected operating results of the Title365 segment, the Company determined that triggering events existed as of September 30, 2022 and performed another interim quantitative impairment analysis, which resulted in a full impairment of the remaining amounts of goodwill and the acquired customer relationship intangible assets. Refer to Note 5, “ Goodwill and Intangible Assets ,” in the notes to the consolidated financial statements for further information. 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 multiplied by the noncontrolling interest ownership percentage (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. For each reporting period, the entire periodic change in the redemption amount is reflected in the computation of net loss per share under the two-class method as being akin to a dividend. As of December 31, 2022, the redemption amount of the Title365 Put Option as if it was currently redeemable was $53.2 million. Segment Information The Company’s operating segments are defined in a manner consistent with how the Company manages its operations and how the Company’s Chief Operating Decision Maker (“CODM”) evaluates the results and allocates the Company’s resources. Prior to the acquisition of Title365 (refer to Note 9, “ Business Combinations” ), the Company operated as a single reportable segment as the CODMs, who were the chief executive officer (the Head of Blend) and the president, together reviewed the financial information presented on a consolidated basis to evaluate the Company’s financial performance and make resource allocation decisions. Following the acquisition, the banking platform business (“Blend Platform”) and Title365 operated as two separate reportable segments. In connection with the acquisition and completion of the IPO, the Company changed its internal processes around the assessment of operating segments results and allocation of resources, and determined that subsequent to these transactions, the function of CODM is performed solely by the Head of Blend. In June 2022, the Company completed the migration of its largest Title365 customer from traditional title to a software-enabled title solution. This solution automates the flow of the title orders from the customer’s loan origination software and passes the orders through the Blend Platform. In connection with the migration, during the three months ended September 30, 2022, the Company changed its reporting segments as previously reported on its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, to change the composition of the Blend Platform segment to include the Company’s software-enabled title component. The impact of this change in segment composition on the comparative prior periods is not material. This segment reporting change reflects a corresponding change in how the Company’s CODM reviews financial information in order to allocate resources and assess performance. Revenue Recognition Overview The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers , which requires application of the following five-step model: • Identification of the contract, or contracts, with a customer — A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance, and (iii) it is determined that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration when it is due. • Identification of the performance obligations in the contract — Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct within the context of the contract, whereby the transfer of the services is separately identifiable from the other promises in the contract. To the extent that a contract includes multiple promised services, the Company applies judgment to determine whether promised services are capable of being distinct and distinct within the context of the contract. If these criteria are not met, the promised services are accounted for as a combined performance obligation. The Company has concluded that promised services included in its contracts with multiple performance obligations are distinct. • Determination of the transaction price — The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. The Company estimates and includes variable consideration in the transaction price at contract inception to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. In estimating variable consideration in subscription arrangements, the Company considers historical experience and other external factors that may impact the expectation of future completed transactions beyond a customer’s contracted minimum number of completed transactions. At each reporting period, the Company assesses the expected overage fees, if any, that will be earned for the duration of the contract term. Revenue is presented net of any taxes collected from customers and remitted to governmental authorities. • Allocation of the transaction price to the performance obligations in the contract — The Company allocates the transaction price to each performance obligation on a relative standalone selling price (“SSP”) basis. The SSP is the price at which the Company would sell a promised service separately to a customer. In instances where the Company does not sell or price a service separately, the Company estimates the SSP by considering available information such as market conditions, internally approved pricing guidelines, and the underlying cost of delivering the performance obligation. Judgment is required to determine the SSP for each distinct performance obligation. • Recognition of revenue when the performance obligation is satisfied — For each performance obligation identified, the Company determines at contract inception whether it satisfies the performance obligation over time or at a point in time. Blend Platform The Company generates revenue from fees paid by the customers to access its platform, and, to a lesser extent, from professional services related to the deployment of the platform, premium support services, and consulting services. The Company also earns revenue through commissions or service fees when consumers use the Blend Platform integrated marketplaces to select a property and casualty insurance carrier, title and settlement services entity, or real estate agent. Customers have the ability to access the platform under subscription arrangements, in which customers commit to a minimum number of completed transactions at specified prices over the contract term, or under usage-based arrangements, in which customers pay a variable amount for completed transactions at specified prices. In estimating variable consideration in the subscription arrangements, the Company considers historical experience and other external factors that may impact the expectation of future completed transactions beyond a customer’s contracted minimum number of completed transactions. At each reporting period, the Company assesses the expected overage fees, if any, that will be earned for the duration of the contract term. Subscription arrangements are generally non-cancelable during the contract term while usage-based arrangements generally can be terminated at any time by the customer. Arrangements with customers do not provide the contractual right to take possession of the software at any point in time. The Company begins recognizing revenue when access to the platform is provisioned to customers for an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Access to the platform represents a series of distinct services as the Company continually provides access to the platform, fulfills its obligation to the customer over the non-cancelable contractual term, and the customer receives and consumes the benefit of the platform throughout the contract period. The series of distinct services represents a single performance obligation that is satisfied over time. Under its subscription arrangements, the Company typically bills customers for any committed amounts quarterly, semi-annually or annually in advance and for overages beyond a customer’s contracted minimum number of completed transactions on a monthly or quarterly basis in arrears. The Company recognizes fees for subscription arrangements ratably over the non-cancelable contract term of the arrangement as subscription services are provided, beginning on the commencement date of each contract, which is the date services are made available to the customers. For usage-based arrangements, the Company typically bills its customers for any completed transactions on a monthly basis in arrears. The Company recognizes fees for usage-based arrangements as the completed transactions are processed using the platform. Revenue from usage-based arrangements represented 51%, 29% and 12% of the Blend Platform segment revenue for the years ended December 31, 2022, 2021 and 2020, respectively. Following the change in segment composition, described in the “ Segment Information” section within this Note, the revenue in the Blend Platform segment includes revenue from the Company’s software-enabled title solution. This revenue is similar to the revenue earned in the Title365 segment further described below, with the distinction that software-enabled technology automates the flow of the title orders from the customer’s loan origination software and passes the orders through the Blend Platform. Professional services revenue consists of fees for services related to helping customers deploy, configure, and optimize the use of the Company’s technology. These services include consulting, system integration, data migration, process enhancement, and training. Professional services contracts are typically on a fixed price basis and billed in full at the beginning of the contract term. Professional services revenue is recognized on a proportional performance basis, which measures the service hours performed to date relative to the total expected hours to completion. Title365 Title365 is a title insurance agency that offers title, escrow and other trustee services, including title search procedures for title insurance policies, escrow and other closing and settlement services. Title365 also offers title services in connection with a borrower default and with the issuance of home equity lines of credit and home equity loans. For title insurance services, the Company earns a fee for placing and binding title insurance policies with third-party underwriters that ultimately provide the title insurance policy to its customers. The Company acts as an agent to place and bind title insurance policies and satisfies the performance obligation upon the closing of the underlying real estate transaction. Revenue related to title insurance is recognized net of the amount of consideration paid to the third-party insurance underwriters. Escrow fees and fees for other trustee services are primarily associated with managing the closing of real estate transactions, including the processing of funds on behalf of the transaction participants, gathering and recording the required closing documents, providing notary and other real estate or title-related activities. For title insurance services provided along with an associated escrow service, revenue is recognized at the closing of the underlying real estate transaction. For title insurance services provided without an associated escrow service, revenue is recognized upon issuance of the title insurance policy. Revenue for other title services are recognized at the time of delivery of the title report, as Title365 has no significant ongoing obligations after delivery. Contract assets The Company records a contract asset when revenue recognized on its subscription arrangements and professional services contracts exceeds the billings for the period. Contract assets are included in prepaid expenses and other current assets in the Company’s consolidated balance sheets. Deferred Revenue Deferred revenue represents billings or payments received in advance of revenue recognition. Balances consist primarily of prepaid subscription services and professional services not yet provided as of the balance sheet dates. Amounts that will be recognized during the succeeding 12-month period are recorded as deferred revenue, current, and the remaining portion, if any, is recorded as deferred revenue, non-current. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing its services, not to receive financing from its customers or to provide customers with financing. Deferred Contract Costs The Company capitalizes incremental and recoverable costs of obtaining contracts with customers. The capitalized amounts consist primarily of sales commissions paid to the Company’s sales force. The Company applies the practical expedient to expense sales commissions as incurred when the amortization period is one year or less. Deferred contract costs related to new revenue contracts are amortized on a straight-line basis over an estimated period of benefit of three years. The Company determined the period of benefit by taking into consideration customer attrition and estimated technology life cycles. Amortization expense is included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss. The Company periodically evaluates whether there have been any changes in its business, market conditions, or other events which would indicate that the period of benefit for its new revenue contracts should be changed or that there are potential indicators of impairment. Cost of Revenue Costs of subscribed hosting, support, and professional services are expensed as incurred. Costs of subscribed hosting services and support revenue primarily consist of expenses related to hosting the Company’s services and providing support to the Company’s customers. These expenses are comprised of third-party web hosting costs and software licenses, customer support, and other customer related activities. Costs of professional services consist primarily of personnel and related direct costs, including employee salaries, payroll taxes, business expenses (e.g., employee travel and lodging expenses for customer projects), as well as allocated overhead. Cost of revenue related to Title365 services consists of costs of title, escrow and other trustee services, which represent primarily personnel-related expenses of our Title365 segment as well as title abstractor, notary, and recording service expense provided by external vendors. Following the change in segment composition, described in the “ Segment Information” section within this Note, the cost of revenue in the Blend Platform segment includes cost of revenue related to the software-enabled title solution. Title and Escrow Loss Reserve The Company per |
Revenue Recognition and Contrac
Revenue Recognition and Contract Costs | 12 Months Ended |
Dec. 31, 2022 | |
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 by service offering: Year Ended December 31, 2022 2021 2020 (In thousands) Blend Platform revenue: Mortgage Banking $ 83,391 $ 108,264 $ 80,061 Consumer Banking and Marketplace 44,227 23,120 12,624 Professional Services 4,396 4,178 3,344 Total Blend Platform revenue 132,014 135,562 96,029 Title365 revenue 103,187 98,933 — Total revenue $ 235,201 $ 234,495 $ 96,029 Mortgage Banking revenue represents revenue related to mortgage transactions processed through the Company’s software platform. Consumer Banking and Marketplace revenue represents revenue related to the Company’s integrated software solutions outside of mortgage banking transactions, such as consumer banking revenue (home equity, personal loans, credit cards, deposit accounts, and all other consumer banking products), ancillary product revenue (income verification and close products), and marketplace revenue (software-enabled title, property and casualty insurance, and realty products). Professional Services revenue represents revenue related to the deployment of the Company’s software platform and consulting services. Title365 revenue represents revenue related to traditional title, escrow and other closing and settlement services provided by the Title365 segment. Contract Balances The following table provides information about contract assets and contract liabilities from contracts with customers: Contract Accounts Balance Sheet Line Reference As of December 31, 2022 As of December 31, 2021 (In thousands) Contract assets—current Prepaid expenses and other current assets $ 1,252 $ 5,359 Contract liabilities—current Deferred revenue, current $ (8,695) $ (8,068) There were no long-term contract assets or deferred revenue as of December 31, 2022 and December 31, 2021. During the year ended December 31, 2022, the Company recognized $7.2 million of revenue that was included in the deferred revenue balance at the beginning of the period. During the year ended December 31, 2021, the Company recognized substantially all of the revenue included in the deferred revenue balance at the beginning of the period. During the year ended December 31, 2022, the Company reversed $1.8 million of revenue related to performance obligations satisfied in previous periods. During the year ended December 31, 2021, the Company recognized approximately $11.9 million 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 December 31, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations was $32.8 million. These remaining performance obligations do not include estimates of variable consideration associated with usage-based contracts with termination rights and professional services. The expected timing of recognizing revenue for the transaction price allocated to the remaining performance obligations as of December 31, 2022 was as follows: (In thousands) Within one year $ 19,425 More than one year 13,389 Total transaction price allocated to the remaining performance obligations $ 32,814 Deferred Contract Costs As of December 31, 2022 and December 31, 2021, total unamortized deferred contract costs were $5.2 million and $8.7 million, respectively, of which $3.5 million and $4.5 million was recorded within prepaid expenses and other current assets and $1.7 million and $4.2 million was recorded within deferred contract costs, non-current, on the consolidated balance sheets as of December 31, 2022 and December 31, 2021, respectively. The amortization of deferred contract costs was $4.6 million, $5.0 million and $3.6 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in sales and marketing expense in the accompanying consolidated statements of operations. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements The carrying amount, unrealized gain and loss, and fair value of investments by major security type were as follows: December 31, 2022 Amortized Gross Fair Value Fair Value Hierarchy Cash equivalents: Money market funds $ 26,389 $ — $ 26,389 Level 1 Commercial paper 29,242 — 29,242 Level 2 U.S. treasury and agency securities 12,163 — 12,163 Level 2 Total cash equivalents 67,794 — 67,794 Marketable securities: U.S. treasury and agency securities 197,734 (918) 196,816 Level 2 Commercial paper 23,686 — 23,686 Level 2 Debt securities 4,462 (16) 4,446 Level 2 Total marketable securities 225,882 (934) 224,948 Other investments: Certificates of deposit 5,000 — 5,000 Level 2 Restricted cash: Certificates of deposit 335 — 335 Level 2 Total $ 299,011 $ (934) $ 298,077 December 31, 2021 Amortized Gross Fair Value Fair Value Hierarchy (In thousands) Cash equivalents: Money market funds $ 2,357 $ — $ 2,357 Level 1 Commercial paper 2,150 — 2,150 Level 2 Total cash equivalents 4,507 — 4,507 Marketable securities: U.S. treasury and agency securities 269,393 (745) 268,648 Level 2 Commercial paper 27,187 (7) 27,180 Level 2 Debt securities 33,366 (47) 33,319 Level 2 Total marketable securities 329,946 (799) 329,147 Other investments: Certificates of deposit 5,000 — 5,000 Level 2 Restricted cash: Certificates of deposit 335 — 335 Level 2 Total $ 339,788 $ (799) $ 338,989 The following table summarizes the stated maturities of the Company’s marketable securities: December 31, 2022 December 31, 2021 (In thousands) Due within one year $ 201,921 $ 202,895 Due after one year through two years 28,027 131,252 Total marketable securities $ 229,948 $ 334,147 The Company evaluates marketable securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or other factors. The Company considers the extent to which the fair value is less than cost, the financial condition and near-term prospects of the security issuer, and the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value. The Company does not have an intent to sell any of these securities prior to maturity and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date. Accordingly, as of December 31, 2022, the Company believes that the unrealized losses are due to noncredit-related factors, including changes in interest rates and other market conditions, and therefore no impairment losses have been recognized in the Company’s consolidated statements of operations for the year ended December 31, 2022. As of December 31, 2022 and December 31, 2021, the number of investment positions that are in an unrealized loss position were 38 and 57, respectively. As of December 31, 2022 and December 31, 2021, the Company had no securities that have been in a continuous unrealized loss position for twelve months or greater. The Company determines realized gains or losses on the sale of marketable securities based on a specific identification method. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets In connection with the interim impairment reviews performed during the year ended December 31, 2022, the Company determined that the reporting unit for purposes of the impairment assessments for goodwill is the Title365 business, and the asset group is the reporting unit for the purposes of the impairment assessment for long-lived assets under ASC 360-10. At the time of the assessments, the Company’s reporting units were the same as its operating and reportable segments, Blend Platform and Title365. The Company performed the impairment assessment for Title365 in the following order: (1) indefinite-lived intangible assets, (2) long-lived assets held and used, and (3) goodwill. Title365 indefinite-lived intangible assets are comprised of licenses. The Company determined that the fair value of licenses has not declined below the carrying amount and recognized no impairment on the indefinite-lived intangible assets. Title365 long-lived assets in the asset group are primarily comprised of property and equipment, operating lease right-of-use assets, and customer relationship intangible assets. The Company compared the carrying value of the asset group to separately identifiable estimated undiscounted cash flows over the remaining useful life of the asset group, and concluded that the asset group was impaired due to the carrying value exceeding the estimated undiscounted cash flows. The Company then determined the fair value of the asset group as of each impairment testing date utilizing an income approach derived from a discounted cash flow methodology. Under the accounting guidance in ASC 360, the excess of the carrying value over the fair value is recognized as an impairment loss and allocated to assets for which the carrying value exceeds the respective asset’s fair value. Certain assets, such as property and equipment and operating lease right-of-use assets, were not allocated any impairment as the values of such assets approximated their respective carrying amounts. For customer relationships intangible asset, the fair value was determined using the discounted cash flow method. The significant assumptions used in the valuation of both the asset group and the customer relationship intangible asset included the estimated annual net cash flows expected to be generated from the Title365 customer portfolio, respectively, including revenue, long-term growth rates, EBITDA margins, and the discount rate. Based on the results of the impairment analyses, the Company recorded an impairment charge of $162.5 million for the year ended December 31, 2022 to write down the value of the customer relationships to its estimated fair value, which represented a full write off of the carrying amount. These charges are presented within impairment of intangible assets and goodwill in the consolidated statements of operations and comprehensive income (loss). In evaluating goodwill for impairment, the Company compared the fair value of the Title365 reporting unit to its associated carrying value after the write down of the customer relationship intangible asset to its estimated fair value. The Company also estimated the fair value of the Blend Platform reporting unit and reconciled the aggregate fair values of its reporting units to the Company’s market capitalization adjusted for an estimated control premium. Based on the results of the impairment analyses, in 2022 the Company recorded an impairment charge of $287.2 million for the year ended December 31, 2022 against the carrying value of goodwill, which represented a full write off of the carrying amount. These charges are presented within impairment of intangible assets and goodwill in the consolidated statements of operations and comprehensive income (loss) and are not deductible for tax purposes. Goodwill The changes in the carrying amount of goodwill for the year ended December 31, 2022 were as follows: Blend Platform Title365 Total (In thousands) Goodwill as of December 31, 2021 $ — $ 287,228 $ 287,228 Impairment Charges — (287,228) (287,228) Goodwill as December 31, 2022 $ — $ — $ — Intangible Assets Intangible assets consisted of the following: December 31, 2022 Weighted Average Remaining Amortization Gross Amount Accumulated Amortization Impairment Charge Net Book Value (In years) (In thousands) Intangible assets subject to amortization: Acquired customer relationships — $ 179,000 $ (16,548) $ (162,452) $ — Internally developed software — 11,391 (11,391) — — Domain name 8.6 210 (83) — 127 Total finite-lived intangible assets, net 8.6 190,601 (28,022) (162,452) 127 Indefinite-lived intangible assets: Acquired licenses 2,000 — — 2,000 Total intangible assets, net $ 192,601 $ (28,022) $ (162,452) $ 2,127 December 31, 2021 Weighted Average Remaining Amortization Gross Amount Accumulated Amortization Net Book Value (In years) (In thousands) Intangible assets subject to amortization: Acquired customer relationships 10.5 $ 179,000 $ (8,136) $ 170,864 Internally developed software — 11,391 (11,391) — Domain name 9.5 210 (66) 144 Total finite-lived intangible assets, net 10.5 190,601 (19,593) 171,008 Indefinite-lived intangible assets: Acquired licenses 2,000 — 2,000 Total intangible assets, net $ 192,601 $ (19,593) $ 173,008 Amortization of intangible assets for the years ended December 31, 2022, 2021 and 2020 was $8.4 million, $9.2 million and $2.9 million respectively. |
Significant Balance Sheet Compo
Significant Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
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 consisted of the following: December 31, 2022 December 31, 2021 (In thousands) Contract assets $ 1,252 $ 5,359 Deferred contract costs 3,518 4,564 Prepaid insurance 3,646 6,521 Prepaid other 7,656 7,743 Recording fee advances 857 4,243 Other current assets 2,302 3,283 Total prepaid expenses and other current assets $ 19,231 $ 31,713 Recording fee advances represent amounts advanced on behalf of customers in the Title365 segment associated with the recording of mortgage documents. These amounts are primarily recouped within 30 days from funds in the escrow accounts the Company administers. Property and Equipment, Net Property and equipment, net, consisted of the following: December 31, 2022 December 31, 2021 (In thousands) Computer and software $ 5,843 $ 4,287 Furniture and fixtures 1,886 1,559 Leasehold improvements 4,884 4,940 Total property and equipment, gross 12,613 10,786 Accumulated depreciation and amortization (6,871) (4,631) Total property and equipment, net $ 5,742 $ 6,155 Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $2.3 million, $1.4 million and $1.1 million respectively. 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 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 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 presented within other non-current assets on the consolidated balance sheet as of December 31, 2022. Investments in Non-Marketable Equity Securities In September 2021, the Company made a $2.5 million equity investment in a privately-held company in exchange for 103,611 shares of Series Growth 1a Preferred Stock. In September 2022, the Company recognized a $2.9 million gain as the result of an adjustment to the carrying value of this investment to reflect observable price changes in orderly transactions of an identical or similar investment of the same issuer. The carrying value of this investment was $5.4 million and $2.5 million as of December 31, 2022 and December 31, 2021, respectively. There were no impairments for the years ended December 31, 2022 and 2021. Other Current Liabilities Other current liabilities consisted of the following: December 31, 2022 December 31, 2021 (In thousands) Accrued expenses $ 3,051 $ 5,798 Accrued interest 73 3,397 Accrued professional fees 2,615 3,085 Accrued connectivity fees 3,143 4,753 Accrued litigation contingencies 700 — Operating lease liabilities, current portion 4,089 3,856 Payable to Title365 noncontrolling interest holder under transition services agreement — 5,549 Other accrued expenses 1,788 1,224 Total other current liabilities $ 15,459 $ 27,662 Other Long-Term Liabilities Other long-term liabilities consisted of the following: December 31, 2022 December 31, 2021 (In thousands) Deferred tax liabilities $ — $ 2,864 Early exercise liability 2,002 6,998 Payroll tax liabilities 1,354 1,457 Other liabilities 2,122 2,096 Total other long-term liabilities $ 5,478 $ 13,415 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
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 operations consists of collateral for standby letters of credit related to the Company’s office lease facilities. The restricted cash balance related to lease obligations as of December 31, 2022 and 2021 was $5.0 million. The Company’s total operating lease costs were $7.4 million, $6.3 million and $5.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company’s total operating lease costs include variable costs in the amount of $1.9 million, $1.7 million and $2.0 million for the years ended December 31, 2022, 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’s total operating lease costs also include short-term lease costs in the amount of $0.7 million, $0.2 million and $0.2 million for the years ended December 31, 2022, 2021 and 2020. The Company’s sublease income for the years ended December 31, 2022 and 2021 was not material. The Company’s sublease income for the year ended December 31, 2020 was $0.7 million, which is recorded within other income (expense), net, on the consolidated statements of operations and comprehensive loss. As of December 31, 2022 and 2021, the weighted average remaining operating lease term was 3.8 years and 4.3 years respectively. The weighted average discount rate used to estimate operating lease liabilities for leases that existed as of December 31, 2022 and 2021 was 7.9% and 7.3% respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $5.0 million, $4.5 million and $3.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, maturities of operating lease liabilities were as follows: Year ending December 31, (In thousands) 2023 $ 5,074 2024 4,980 2025 4,122 2026 1,260 2027 1,094 Thereafter 1,259 Total lease payments 17,789 Less: imputed interest (2,608) Total operating lease liabilities $ 15,181 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments The Company has future minimum purchase obligations under arrangements with third parties who provide hosting infrastructure services, cloud services, and Software as a service (“SaaS”) accounting solutions to support our business operations. The future non-cancelable purchase obligations, which were not recognized on our consolidated balance sheet as of December 31, 2022, were as follows: Year ending December 31, (In thousands) 2023 $ 6,225 2024 4,776 2025 3,483 2026 208 Total $ 14,692 Contingencies From time to time and in the normal course of business, the Company may be subject to various legal matters, such as threatened or pending claims or proceedings. The litigation contingencies, if realized, could have a material negative impact on the Company’s financial condition, results of operations, and cash flows. The Company recognizes a provision for litigation losses when a contingent liability is probable and the amount thereof is estimable. Costs associated with the Company's involvement in legal proceedings are expensed as incurred. Amounts accrued for litigation contingencies are based on the Company’s best estimates, assessments of the likelihood of damages, and the advice of counsel and often result from a series of judgments about future events and uncertainties that rely heavily on estimates and assumptions, therefore the actual settlement amounts could differ from the estimated contingency accrual and result in additional charges or reversals in future periods. As of December 31, 2022 , the Company had a litigation contingency accrual of approximately $0.7 million, which is presented within other current liabilities in the consolidated balance sheets. No litigation contingency accrual has been recognized as of December 31, 2021. Warranties, Indemnifications, and Contingent Obligations The Company’s platform, products, and services are generally warranted to perform substantially as described in the associated documentation and to satisfy defined levels of uptime reliability. The service-level agreements that provide for defined levels of uptime reliability and performance permit the customers to receive credits or to terminate their agreements in the event that the Company fails to meet those levels. To date, the Company has not experienced any significant failures to meet defined levels of reliability and performance as a result of those agreements and historically the Company has not incurred any material costs associated with warranties. Accordingly, the Company has not accrued any liabilities related to these agreements in the consolidated financial statements. The Company enters into indemnification provisions under (i) its agreements with other companies in the ordinary course of business, typically with business partners, contractors, customers, and landlords and (ii) its agreements with investors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement. These indemnification provisions often include indemnifications relating to representations made by the Company with regard to intellectual property rights. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. Accordingly, the Company has no liabilities recorded for these agreements as of December 31, 2022 and 2021. The Company has agreed to indemnify its officers and directors to the fullest extent permitted by its amended and restated bylaws and the General Corporation Law of the State of Delaware for certain events or occurrences arising as a result of the officers or directors serving in such capacity. The coverage applies only to acts that occurred during the tenure of the officer or director and has an unlimited term. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
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, an underwritten title insurance company engaged in the business of selling title insurance policies and escrow services throughout the United States, 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 total purchase consideration was $417.7 million, of which $416.8 million was cash consideration. The final purchase price allocation was as follows: June 30, 2021 Identifiable assets acquired and liabilities assumed (In thousands) Cash and cash equivalents $ 16,500 Trade and other receivables 13,848 Prepaid expenses and other current assets 7,906 Property and equipment, net 1,048 Operating lease right-of-use assets 3,520 Intangible assets 181,000 Restricted cash, non-current 335 Accounts payable (1,165) Accrued compensation (3,492) Other current liabilities (10,911) Operating lease liabilities, non-current (1,963) Other long-term liabilities (42,403) Net identifiable assets 164,223 Redeemable noncontrolling interest (33,748) Goodwill 287,228 Total purchase consideration $ 417,703 June 30, 2021 Fair value of consideration transferred (In thousands) Cash consideration $ 416,848 Fair value of replacement share-based payment awards 855 Total purchase consideration $ 417,703 The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations . 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. However, ASC 805-740-30-3 requires that changes in assumptions about the realizability of an acquirer's valuation allowance as a result of a business combination are recorded separately from the business combination accounting. The goodwill, which was recorded to the Title365 segment, 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 consisted of the following: Fair Value Estimated Useful Life (In thousands) (In years) Customer relationships $ 179,000 11 Licenses 2,000 Indefinite Total intangible assets $ 181,000 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. Restricted cash consists of certificates of deposit maintained to comply with regulatory requirements. Other long-term liabilities represent the deferred tax liability resulting primarily from the allocation of a portion of the purchase consideration to non-deductible identifiable intangible assets. The redemption value of the noncontrolling interest is based on 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 multiplied by the noncontrolling interest ownership percentage. As such, the fair value of the redeemable noncontrolling interest in Title365 was determined using a Monte Carlo simulation whereby a range of possible scenarios of future EBITDA was considered. In each scenario an analysis was performed to determine the optimal decision for the Company on the timing to exercise the call option. Based on the optimal decision in each simulation, the payoff was discounted to the acquisition date and the average of the discounted payoff across the simulation paths was determined to represent the fair value of the noncontrolling interest. Title365 contributed revenue of approximately $113.3 million, and net loss, including the impairment charges, of approximately $440.8 million for the year ended December 31, 2022. Title365 revenue from the acquisition date through December 31, 2021 was approximately $98.9 million, and Title365 net income was approximately $7.8 million. 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. Year Ended December 31, 2021 2020 (In thousands) Revenues (1) $ 363,637 $ 293,901 Net loss $ (180,904) $ (39,177) Net income attributable to redeemable noncontrolling interest $ 3,276 $ 1,591 Net loss attributable to Blend Labs, Inc. $ (184,180) $ (40,768) (1) As part of the Company’s evaluation of Title365 accounting policies post-acquisition, Title365 revenue was adjusted to be presented net of insurance premiums paid to the underwriters, in accordance with Principal vs. Agent considerations included in ASC 606, Revenue Recognition. |
Debt Financing
Debt Financing | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt Financing | Debt Financing Debt consisted of the following: Year Ended December 31, 2022 2021 (In thousands) Term Loan - principal $ 225,000 $ 225,000 Term Loan - exit fee 4,500 4,500 Less: unamortized debt discounts and issuance costs (12,699) (15,657) Total debt $ 216,801 $ 213,843 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 includes $10.0 million sublimit for the issuance of letters of credit. The Revolving Facility also includes a swingline sub-facility (the “Swingline Facility”) that accommodates same-day borrowing of base rate loans. The sublimit for the Swingline Facility is $5.0 million. In October 2022, the Company entered into the First Amendment (the “Amendment”) to the Credit Agreement. The Amendment replaced the reference rate from LIBOR to SOFR as a result of the expected cessation of LIBOR and in accordance with the Credit Agreement. 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 remained available and undrawn as of December 31, 2022. 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 Term SOFR 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 Term SOFR 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 Term SOFR rate for a one-month interest period, plus 1.00%. Interest is payable in arrears for the elected specified interest period. 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 Company incurred approximately $5.7 million of debt issuance costs in connection with the Term Loan, which have been deferred, and the remaining unamortized portion of these costs is presented as a reduction of long-term debt. Debt issuance costs related to the Revolving Facility amounted to $0.5 million, and the remaining unamortized portion of these costs is presented within other current assets on the consolidated balance sheets as of December 31, 2022. In connection with the Credit Agreement, the Company issued a Series G preferred stock warrant to purchase 598,431 shares of Class A common stock at an exercise price per share of $13.827822. The terms of the warrant agreement provide the holder with an option to net settle if the fair value of Class A common stock is greater than the exercise price. The net shares to be issued in a cashless exercise are based on the fair value of the Company’s Class A common stock at the time the warrant is exercised. As of December 31, 2022, the warrant has not been exercised. The warrant will expire 10 years from the issue date. The proceeds from the issuance of debt were allocated between the Term Loan and the warrant based on their relative fair values, resulting in a debt discount of approximately $6.8 million for the amount allocated to the warrant and accounted for as paid-in capital. Under the terms of the Credit Agreement, the lender is entitled to an exit fee in an amount equal to 2.00% of the signing date term facility commitment. The exit fee resulted in an additional debt discount of $4.5 million. The exit fee shall be due and payable on the earliest to occur: a) The maturity date of the Term Loan; b) The date on which all amounts then outstanding under the Term Loan are paid in full; c) The acceleration of the obligations with respect to the Term Loan for any reason; d) Any event of default as defined by the Term Loan; and e) Any repayment resulting from or in connection with a change of control. Including the impact of the deferred debt issuance costs and the debt discounts resulting from the exit fee and the warrant, the effective interest rate on the Term Loan was approximately 13.43% and 10.20% at December 31, 2022 and 2021, respectively. Debt issuance costs, debt discounts, and the Revolving Facility issuance costs are being amortized as interest expense over the term of the Credit Agreement. The fair value of the Term Loan as of December 31, 2022 was approximately $221.1 million and is classified as Level 2 in the fair value hierarchy. The fair value of the Term Loan was measured by applying the income approach, which discounts the future contractual cash flows using a current risk-adjusted rate available to borrowers with similar credit ratings. 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 Loan or the Revolving Facility. 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). |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Convertible Preferred Stock | Convertible Preferred StockIn 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 for the year ended December 31, 2021. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Warrants | WarrantsPrior to the IPO, the Company had issued performance-based warrants to purchase shares of Series D and Series D-1 Convertible Preferred Stock. In March 2021, 421,039 Series D warrants and 1,654,276 Series D-1 warrants were exercised resulting in $8.0 million in total proceeds. As of December 31, 2021, all remaining performance-based warrant awards had expired. Upon the effectiveness of the IPO, all outstanding shares of Convertible Preferred Stock converted into shares of Class A common stock.On July 2, 2021, in connection with the Credit Agreement, the Company issued an immediately exercisable Series G preferred stock warrant to purchase 598,431 shares of Class A common stock at an exercise price per share of $13.827822. The terms of the warrant agreement provide the holder with an option to net settle if the fair value of Series G Convertible Preferred Stock (or Class A common stock if exercised after an IPO) is greater than the exercise price. The net shares to be issued in a cashless exercise are based on the fair value of the Company’s Class A common stock at the time the warrants are exercised. As of December 31, 2022, the warrant has not been exercised. The warrant will expire 10 years from the issue date. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2012 Stock Option Plan Effective May 1, 2012, the Company adopted the 2012 Stock Plan (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. 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 Company’s prior plan 2012 Stock Plan was terminated immediately prior to the effectiveness of the 2021 Plan with respect to the grant of future awards. 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 (“RSUs”), and performance awards to the Company’s employees, directors, and consultants and the Company’s 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 the Company’s Class A common stock reserved for future issuance under the 2012 Stock 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 the Company’s common stock outstanding on the last day of the immediately preceding fiscal year, or (c) such other amount as the Company’s board of directors (or its committee) may determine. Options granted under the 2021 Plan generally vest over periods ranging from one A summary of the stock option activity is as follows: Number of Weighted Weighted Aggregate (In thousands) (In years) (In thousands) Balance as of December 31, 2021 31,675 $ 5.81 8.01 $ 108,826 Granted 2,167 $ 3.28 Exercised (2,879) $ 1.12 $ 1,811 Cancelled and forfeited (5,626) $ 9.94 Balance as of December 31, 2022 25,337 $ 5.18 7.14 $ 3,076 Vested and exercisable as of December 31, 2022 15,324 $ 4.40 6.62 $ 3,064 The weighted average grant-date fair value of options granted during the years ended December 31, 2022, 2021 and 2020 was $1.69, $6.33 and $1.86 per share, respectively. The number of options unvested as of December 31, 2022 and December 31, 2021 was 10,717 and 22,403 , respectively. The weighted average grant-date fair value of these unvested options was $3.61 and $3.90 per share at December 31, 2022 and December 31, 2021, respectively. The total fair value of options vested during the years ended December 31, 2022, 2021 and 2020 was $31.6 million, $17.5 million and $7.7 million, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $1.8 million, $71.6 million and $39.1 million, respectively. The estimated grant date fair values of the employee stock options granted under the 2012 and 2021 Plan were calculated using the Black-Scholes Merton Option pricing model, based on the following weighted average assumptions: Year Ended December 31, 2022 2021 2020 Expected term (years) 6.34 5.93 5.90 Expected volatility 51.50% 32.85% 35.14% Risk-free interest rate 3.52% 1.04% 0.58% 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 the date of grant. Expected Term . The expected term represents the period that the Company’s share-based awards are expected to be outstanding. The Company applies the simplified method in determining the expected life of the stock options as the Company has limited historical basis upon which to determine historical exercise periods. 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 average historical volatility of the Company’s peer group after consideration of their size, maturity, profitability, growth, risk, and return on investment as the Company has limited historical volatility. Fair Value . Prior to the IPO, 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. For grants issued subsequent to the Company’s IPO, the Company used the closing market price of its stock on the date of grant. As of December 31, 2022, the total unrecognized stock-based compensation expense for stock options issued under the 2012 Plan and the 2021 Plan was approximately $32.2 million, which is expected to be recognized over a weighted average period of 2.6 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 A 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 and the 2021 Plan), at the lower of the fair market value on the date of the repurchase or the original exercise price, until the options are fully vested. As of December 31, 2022 and December 31, 2021, 527,868 and 1,819,558 shares of Class A common stock were subject to repurchase. As of December 31, 2022 and December 31, 2021, the cash proceeds received for unvested shares of Class A common stock and pre-IPO Class B common stock, respectively, presented within Other long-term liabilities in the consolidated balance sheets were $2.0 million and $7.0 million. Restricted Stock Units A summary of the Company’s RSU activity and related information is as follows: Number of RSUs Weighted (In thousands) Balance as of December 31, 2021 2,589 $ 8.91 Granted 19,633 $ 4.37 Vested (7,901) $ 7.22 Cancelled and forfeited (1,929) $ 7.33 Balance as of December 31, 2022 12,392 $ 3.02 As of December 31, 2022, there was $28.0 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of 1.2 years. RSUs granted under the 2021 Plan generally vest quarterly over a period of one year from the grant date. The total fair value of RSUs vested during the year ended December 31, 2022 was $57.1 million. The total fair value of RSUs vested during the year ended December 31, 2021 was $1.5 million. Non-Plan Co-Founder and Head of Blend Options In March 2021, the Company’s board of directors granted to its Co-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. The remaining tranches of shares will vest dependent on performance goals tied to the Company’s stock price hurdles with specified expiration dates for each tranche. On June 30, 2021, the Company’s board of directors approved a modification to the Co-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 at that time. 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 — In July 2021, the first tranche of 1,954,289 shares of the Co-Founder and Head of Blend stock option award vested upon completion of the IPO. The total stock-based compensation expense recognized for this award for the years ended December 31, 2022 and 2021 was $19.6 million and $38.8 million, respectively. The total unrecognized compensation expense related to the award for all tranches was $26.3 million as of December 31, 2022, which will be recognized over an estimated weighted average remaining period of 3.2 years. Stock-Based Compensation Expense The Company’s stock-based compensation expense was as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Cost of revenue $ 2,069 $ 753 $ 79 Research and development 47,280 13,184 4,250 Sales and marketing 11,725 7,167 3,675 General and administrative 48,628 49,740 2,120 Total $ 109,702 $ 70,844 $ 10,124 Included in stock-based compensation expense recognized during the years ended December 31, 2021 and 2020 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. The was no stock-based compensation related to the secondary sales during the year ended December 31, 2022. 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, was as follows: Year Ended December 31, 2021 2020 (In thousands) Research and development $ 325 $ 1,524 Sales and marketing 300 1,607 General and administrative 166 325 Total $ 791 $ 3,456 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 |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In 2022, the Company executed three workforce reduction initiatives as part of its broader efforts to improve cost efficiency and better align its operating structure with its business activities, with the focus on streamlining the Company’s title operations as well as its general and administrative functions. In April 2022, the Company committed to its first workforce reduction plan (the “April Plan”), which eliminated approximately 200 positions, or 10% of the Company’s then-current workforce. In August 2022, the Company committed to an additional workforce reduction plan (the “August Plan”), which eliminated approximately 140 positions, or 10% of the Company’s then-current workforce. In November 2022, the Company committed to an additional workforce reduction plan (the “November Plan”), which eliminated approximately 100 positions across the Company, or 6% of the Company’s then-current workforce. The restructuring charges amounted to approximately $15.3 million for the year ended December 31, 2022, and consisted primarily of cash expenditures for compensation and severance payments, employee benefits, payroll taxes and related facilitation costs. The reconciliation of the restructuring liability balances is as follows: (In thousands) Restructuring liability as of December 31, 2021 $ — April Plan charge 6,380 August Plan charge 5,935 November Plan charge 2,960 Settlements (13,661) Restructuring liability as of December 31, 2022 $ 1,614 As of December 31, 2022, the $1.6 million remaining restructuring liability consists primarily of accrued severance costs, which are included in accrued compensation on the consolidated balance sheet. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The total provision for income taxes consisted of the following: Year Ended December 31, 2022 2021 2020 (in thousands) Current: Federal $ — $ — $ — State 355 425 26 Foreign 268 — — Total current 623 425 26 Deferred: Federal (1,831) (34,462) — State (1,033) (4,849) — Foreign — — — Total deferred (2,864) (39,311) — Total provision for income taxes $ (2,241) $ (38,886) $ 26 The following summarizes the differences between the income tax provision recorded by the Company and the amount computed by applying the statutory federal income tax rate of 21% to loss before income tax for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 (in thousands) Tax benefit at federal statutory rate $ (151,504) $ (43,747) $ (15,664) State taxes, net of federal benefit (677) (4,431) 21 Research and other credits (3,798) (2,305) (1,245) Valuation allowance release related to Title365 PPA — (34,462) — Change in valuation allowance 98,510 38,188 16,431 Section 162(m) adjustment 4,230 10,241 — Non-deductible transaction costs — 1,252 — Stock-based compensation (64) (2,828) 572 Goodwill Impairment 60,318 — — Noncontrolling interest (9,226) 125 — Other (30) (919) (89) Total provision for income taxes $ (2,241) $ (38,886) $ 26 Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2022 December 31, 2021 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 130,808 $ 102,240 Lease liabilities 3,600 4,721 Research and other credits 17,564 12,627 Accruals and reserves 334 1,098 Interest expense limitation 7,194 2,174 Stock-based compensation 16,777 1,980 Fixed assets 1,047 1,014 Capitalized research and development costs 31,542 — Other deferred tax assets 1,177 357 Gross deferred tax assets 210,043 126,211 Less: valuation allowance (204,371) (77,843) Total deferred tax assets $ 5,672 $ 48,368 Deferred tax liabilities: Right-of-use assets $ (2,718) $ (3,776) Deferred contract costs (1,340) (2,194) ASC 606 adjustments (291) (667) Other deferred tax liabilities (60) (462) Amortization (759) (752) Acquired intangible assets (504) (43,381) Gross deferred tax liabilities (5,672) (51,232) Total net deferred liabilities $ — $ (2,864) Included in the Company’s deferred tax assets and liabilities are the deferred tax effects associated with the fair value of the assets acquired and liabilities assumed from the acquisition of Title365 and acquired tax attributes that carry over to post-acquisition tax periods, including U.S. and state net operating losses and tax credits. The Company believes that, based on available evidence, both positive and negative, it is more likely than not that the net deferred tax assets will not be utilized. In conjunction with its acquisition of Title365, the Company released $39.3 million valuation allowance during the year ended December 31, 2021, attributed to ASC 805-740-30-3, which upon acquisition allowed the Company to recognize certain deferred tax assets of approximately $39.3 million which had previously been offset by a valuation allowance. At December 31, 2022, the Company had a valuation allowance of $204.4 million. The valuation allowance increase of $126.6 million during 2022 is primarily attributable to an increase in deferred tax assets resulting from net operating losses in 2022 and capitalized research and development costs, offset by a decrease in deferred tax liabilities resulting from the acquired intangible assets. At December 31, 2022, the Company had net operating loss (“NOL”) carryforwards for federal and state income tax purposes of approximately $479.7 million and $546.1 million, respectively, available to reduce future taxable income. The federal net operating losses generated before 2018 will begin to expire in 2032. The federal net operating losses generated in and after 2018 may be carried forward indefinitely. The state NOL carryforwards vary by state and begin to expire in 2025. At December 31, 2022, the Company had $16.3 million of federal research credit carryforwards which will begin to expire in 2033 and state research credit carryforwards of $11.1 million which have no expiration date. Utilization of the net operating loss and tax credit carryforwards may be subject to annual limitations due to the ownership change limitation provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. Events which may cause limitations in the amount of the NOLs that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Any annual limitations may result in the expiration of NOL and credits before they are able to be utilized. As of December 31, 2022, the Company had $8.2 million of unrecognized tax benefits, none of which, if recognized, would impact the effective tax rate. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes. Interest and penalties were not significant during the years ended December 31, 2022, 2021 and 2020. The Company does not expect any material changes to its unrecognized tax benefits within the next twelve months. The following table reflects the changes in the Company’s unrecognized tax benefits: Year Ended December 31, 2022 2021 2020 (in thousands) Beginning Balance $ 5,948 $ 4,155 $ 3,167 Gross increases—tax positions in current periods 2,300 1,793 1,188 Gross decreases—tax positions in prior periods (20) — (200) Ending balance $ 8,228 $ 5,948 $ 4,155 The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions and has identified its Federal, California, Minnesota, and Texas tax returns as significant tax filings. The Company is not currently under examination by income tax authorities in federal or state jurisdictions. However, because the Company has net operating losses and credits carried forward in several jurisdictions, including the Federal, California, and Minnesota jurisdictions, certain items attributable to closed tax years are still subject to adjustment by applicable taxing authorities through an adjustment to tax attributes carried forward to open years. All tax returns will remain open for examination by the federal and most state taxing authorities for three years and four years, respectively, from the date of utilization of any net operating loss carryforwards or research and development credits. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The Company has three classes of authorized common stock for which voting rights differ by class. The Company computes net loss per share using the two-class method required for multiple classes of common stock. Under the two-class method, net income (loss) attributable to common stockholders for the period is 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. Prior to the IPO, the Company considered any issued and outstanding Convertible Preferred Stock to be participating securities as the holders of the convertible preferred shares were entitled to dividends in priority to any dividend declared and paid to the holders of common stock. These participating securities did not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities. Basic net loss per share is computed by dividing net loss attributable to each class of stockholders by the weighted average number of shares of stock outstanding during the period, adjusted for options early exercised and subject to repurchase. For the calculation of diluted net loss per share, net loss per share attributable to the Company for basic net loss per share is adjusted by the effect of dilutive securities, including awards issued under the Company’s equity compensation plans. Diluted net loss per share attributable to the Company is computed by dividing the resulting net loss attributable to the Company by the weighted average number of fully diluted common shares outstanding. In connection with the IPO, upon the effectiveness of the filing of the Amended and Restated Certificate of Incorporation, all shares of the Company’s pre-IPO Class A common stock were reclassified as Class B common stock and all shares of the Company’s pre-IPO Class B common stock were reclassified as Class A common stock. All weighted average common stock outstanding and net loss per share amounts presented within these consolidated financial statements have been adjusted to reflect this reclassification on a retroactive basis for all periods presented. The following table presents the calculation of basic and diluted net loss per share for Class A and Class B common stock. No shares of Class C common stock were issued and outstanding during the periods presented. Year Ended December 31, 2022 2021 2020 Class A Class B Class A Class B Class A Class B (In thousands, except per share data) Numerator: Net loss attributable to Blend Labs, Inc. $ (681,657) $ (38,515) $ (151,901) $ (18,012) $ (50,131) $ (24,486) Less: accretion of RNCI to redemption value (45,848) (2,590) (1,323) (107) — — Net loss attributable to Blend Labs, Inc. common stockholders $ (727,505) $ (41,105) $ (153,224) $ (18,119) $ (50,131) $ (24,486) Denominator: Weighted average common stock outstanding, basic and diluted 221,638 12,523 117,994 13,991 26,475 12,932 Net loss per share attributable to Blend Labs, Inc.: Basic and diluted $ (3.28) $ (3.28) $ (1.30) $ (1.30) $ (1.89) $ (1.89) The following potential shares of common stock were excluded from the computation of diluted net earnings per share attributable to the Company for the periods presented because including them would have been antidilutive as the Company has reported net loss for each of the periods presented: As of December 31, 2022 2021 2020 (In thousands) Outstanding stock options 25,337 31,675 33,750 Early exercised options subject to repurchase 528 1,820 162 Options exercised via promissory note — — 4,000 Non-plan Co-Founder and Head of Blend options 26,057 26,057 — Unvested restricted stock units 12,392 2,589 — Common stock warrants 598 598 — Convertible Preferred Stock warrants — — 5,461 Founders Convertible Preferred Stock — — 1,026 Convertible Preferred Stock — — 121,353 Total antidilutive securities 64,912 62,739 165,752 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s operating segments are defined in a manner consistent with how the Company manages its operations and how the Company’s CODM evaluates the results and allocates the Company’s resources. Segment profit, which is the measure used by the Company’s CODM to evaluate the performance of and allocate resources to its segments, is calculated as segment revenue less segment cost of revenue. The Company does not evaluate performance or allocate resources based on segment assets, and therefore, such information is not presented. The following table provides information about each reportable segment: Year Ended December 31, 2022 2021 2020 (in thousands) Segment revenue: Blend Platform $ 132,014 $ 135,562 $ 96,029 Title365 103,187 98,933 — Total revenue $ 235,201 $ 234,495 $ 96,029 Segment gross profit: Blend Platform $ 70,090 $ 85,645 $ 61,740 Title365 19,561 30,344 — Total gross profit $ 89,651 $ 115,989 $ 61,740 Operating expenses: Research and development $ 138,094 $ 92,216 $ 55,503 Sales and marketing 85,248 84,077 51,420 General and administrative 139,120 128,802 30,108 Amortization of acquired intangible assets 8,411 8,136 — Impairment of intangible assets and goodwill 449,680 — — Restructuring 15,275 — — Total operating expenses 835,828 313,231 137,031 Loss from operations (746,177) (197,242) (75,291) Interest expense (24,790) (11,279) — Other income (expense), net 4,916 493 700 Loss before income taxes $ (766,051) $ (208,028) $ (74,591) The Company’s long-lived assets, which consist of property and equipment, net and operating lease right-of-use assets, by geographic location are as follows: As of December 31, 2022 2021 (in thousands) Long-lived assets: United States $ 16,126 $ 19,184 India 1,284 1,684 Total $ 17,410 $ 20,868 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 10, 2023, the Company committed to another workforce reduction plan (the “January Plan”). The January Plan includes the elimination of approximately 340 positions across the Company, or approximately 28% of the Company’s then-current workforce. On January 10, 2023, the Company’s board of directors appointed Amir Jafari as the Company’s new Head of Finance and Administration. Mr. Jafari will receive a base salary of $400,000 per year and will be eligible to receive an annual cash bonus with a target value of $200,000, based on achieving performance objectives and subject to his continued employment through the payment date. In addition, Mr. Jafari will receive a signing bonus of $1,000,000 that is subject to repayment if Mr. Jafari terminates his employment with the Company within one-year of the payment date. In addition, subject to Mr. Jafari’s continued employment with the Company, Mr. Jafari will receive equity awards per the following: • An award of restricted stock units of 2,000,000 shares of the Company’s Class A Common Stock, with 25% of the restricted stock units subject to such award vesting after 12 months of continuous service and the balance vesting in equal quarterly installments over the next 36 months of continuous service. • An award of performance-based restricted stock units of 1,000,000 shares of the Company’s Class A Common Stock (reduced to 800,000 shares of Class A Common Stock if the Company’s stock price is greater than $2.00 per share as of Mr. Jafari’s start date of January 30, 2023), subject to the achievement of performance goals set forth in the Jafari Offer Letter. On January 9, 2023, Marc Greenberg notified the Company of his intention to step down as Head of Finance of the Company, and as the Company’s principal financial officer under Section 16a-1(f) of the Exchange Act, effective following the filing of the 2022 Form 10-K. In connection with Mr. Greenberg’s resignation as Head of Finance, the Company entered into a discretionary retention bonus letter with Mr. Greenberg, which provides that the Company will pay Mr. Greenberg a bonus (the “Bonus Payment”) equal to the amount by which the aggregate value of: (i) his base salary, (ii) additional cash bonuses and (iii) value of any Blend equity awards that vest during such period of time, is less than $1,458,333 for period between September 1, 2022 through the March 31, 2023, provided Mr. Greenberg remains continuously employed by the Company through March 31, 2023. The Bonus Payment shall be made in cash or fully vested shares of Class A Common Stock of Blend of equivalent value, as determined by the Company’s Compensation Committee in its sole discretion. Mr. Greenberg’s last day of employment with Blend is expected to be April 1, 2023. Following his departure from Blend without cause, Mr. Greenberg will be eligible to receive the Company’s standard severance package, which includes 9 weeks of severance and other benefits in accordance with Company practices. On January 9, 2023, Timothy Mayopoulos notified the Company of his intention to step down as President of the Company in the first quarter of 2023. On March 13, 2023, Mr. Mayopoulos resigned as President of the Company, effective immediately, to pursue other professional opportunities. Mr. Mayopoulos will continue serving as a director of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and 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 or loss and equity in a consolidated subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. |
Principles of Consolidation | The preparation of consolidated 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 consolidated 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, evaluation of contingencies, determination of the incremental borrowing rates used in calculations of lease liabilities, determination of fair value of stock-based compensation, determination of fair value of warrants, valuation of acquired intangible assets, valuation of the redeemable noncontrolling interest, determination of useful lives of tangible and intangible assets, assessment of impairment of goodwill and intangible assets, and the valuation of equity securities without readily determinable fair value.The Company’s consolidated financial statements for the year ended December 31, 2021 include the results of Title365 from the acquisition date through December 31, 2021. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company places its cash with high credit quality and federally insured institutions. Cash with any one institution may be in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes the exposure to credit risk is not significant. The Company considers all highly liquid investments with an original maturity date of three months or less at the time of purchase to be cash equivalents. As of December 31, 2022 and 2021, cash and cash equivalents consisted of cash, money market accounts, and highly liquid investments. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents approximate fair value due to the short-term nature of the maturities. |
Restricted Cash | Restricted Cash The Company has classified cash that is not available for use in its operations as restricted cash. Restricted cash consists primarily of collateral for letters of credit related to security deposits for the Company’s office facility lease arrangements. As of both December 31, 2022 and 2021, the Company had restricted cash of $5.4 million, all of which was classified as non-current. |
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. 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. Cash held by the Company for these purposes was approximately $5.0 million, net of outstanding checks in transit of $42.8 million as of December 31, 2022, and approximately $27.0 million, net of outstanding checks in transit of $56.2 million as of December 31, 2021. |
Trade and Other Receivables and Credit Loss Reserves | Trade and Other Receivables and Credit Loss Reserves The Company reports trade and other receivables net of the allowance for credit losses, in accordance with Accounting Standards Codification (“ASC”) 326, Financial Instruments—Credit Losses |
Marketable Securities | Marketable Securities Marketable securities consist primarily of U.S. treasury and agency securities, commercial paper, and corporate debt securities. The Company’s policy generally requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss. The Company classifies its marketable securities as available-for-sale securities at the time of purchase and reevaluates such classification at each balance sheet date. The Company has classified its investments as current based on the nature of the investments and their availability for use in current operations. Available-for-sale securities are carried at fair value, with the change in unrealized gains and losses reported as a separate component on the consolidated statements of comprehensive income until realized. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. Securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of the excess, if any, is caused by expected credit losses. Expected credit losses on securities are recognized in other income (expense), net on the consolidated statements of operations, and any remaining unrealized losses are included in accumulated other comprehensive loss in stockholders' equity. For the purposes of computing realized and unrealized gains and losses, the cost of securities is based on the specific-identification method. Interest on securities classified as available for sale is included as a component of investment income within other income (expense), net. The Company does not measure an allowance for credit losses on accrued interest receivable and recognizes interest receivable write offs as a reversal of interest income. No accrued interest was written off during the year ended December 31, 2022. |
Cloud Computing Arrangements | Cloud Computing Arrangements The Company capitalizes certain implementation costs incurred during the application development stage under cloud computing arrangements that are service contracts. The carrying value of the capitalized costs was $0.9 million as of December 31, 2022, of which $0.7 million is presented within prepaid expenses and other current assets, and $0.2 million is presented within other non-current assets on the consolidated balance sheets. The carrying value of the capitalized costs was $0.7 million as of December 31, 2021, of which $0.3 million is presented within prepaid expenses and other current assets and $0.4 million is presented within other non-current assets on the consolidated balance sheets. Amortization of capitalized implementation costs is recognized on a straight-line basis over the term of the associated hosting arrangement when it is ready for its intended use. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life or lease term |
Leases | Leases The Company measures lease liabilities based on the present value of the total lease payments not yet paid discounted based on the Company’s incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The lease liability also includes expected renewal or termination options, if the option is reasonably certain to be exercised. The Company measures right-of-use assets based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs the Company incurs and (iii) tenant incentives under the lease. The Company’s leases do not provide a readily determinable implicit interest rate and the Company uses its incremental borrowing rate to measure the lease liability and corresponding right-of-use asset. The incremental borrowing rate is a fully collateralized rate that considers the Company’s credit rating, market conditions, and the term of the lease. The Company accounts for all components in a lease arrangement as a single combined lease component and begins to recognize lease expense when the lessor makes the underlying asset available to the Company. For short-term leases, the Company records rent expense in the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term and records variable lease payments as incurred. The Company has no finance leases. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets, such as property and equipment and capitalized software development costs, whenever events or changes in circumstances occur that could impact the recoverability of the asset group to which the assets relate. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the future estimated undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment was recorded for the years ended December 31, 2022, 2021 and 2020. |
Investment in Non-Marketable Equity Securities | Investment in Non-Marketable Equity Securities Investment in non-marketable equity securities without readily determinable fair values is recorded at cost, less impairment, if any, plus or minus observable price changes in orderly transactions of an identical or similar investment of the same issuer. During the year ended December 31, 2022, the Company recognized a $2.9 million gain as the result of an adjustment to the carrying value of the non-marketable security to reflect observable price changes. The Company determined the adjustment by measuring the security at fair value using the option pricing model (“OPM”) as of the date the observable transaction occurred. Observable transactions, such as the issuance of new equity by an investee, are indicators of investee enterprise value and are used to estimate the fair value of the Company’s investment in the equity security. An OPM is utilized to allocate value to the various classes of securities of the investee, including classes owned by the Company. Such information, available to the Company from the investee entity, is supplemented with the Company’s estimates such as volatility, expected time to liquidity and the rights and obligations of the securities the Company holds. The inputs to valuation techniques used to measure fair value of the Company’s non-marketable equity security are classified as Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. Refer to Note 6, “ Significant Balance Sheet Components ,” in the notes to the consolidated financial statements for further information. At each reporting date, the Company performs a qualitative assessment to evaluate the investment for impairment. If the qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than its carrying value, the carrying amount of the investment is reduced to its fair value. Any adjustments to carrying value based on observable price changes and impairment charges are recorded in other income (expense), net on the consolidated statements of operations and comprehensive loss and the investment is presented within other non-current assets on the consolidated balance sheets. |
Business Combinations | Business Combinations On June 30, 2021, the Company completed its acquisition and obtained control of 90.1% of Title365 (refer to Note 9, “ Business Combinations” ) The Company accounts for acquisitions in accordance with ASC 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. 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. Due to a continued decline in economic and market conditions, including a decline in the Company’s market capitalization and current and projected declines in the operating results of the Title365 segment, the Company determined that triggering events that indicate the assets should be evaluated for impairment existed as of June 30, 2022 and performed an interim quantitative impairment analysis, which resulted in a partial impairment of goodwill and the acquired customer relationship intangible assets. Subsequently, based on further deterioration in market conditions in the third quarter of 2022, such as continued increases in interest rates leading to further declines in the current and projected operating results of the Title365 segment, the Company determined that triggering events existed as of September 30, 2022 and performed another interim quantitative impairment analysis, which resulted in a full impairment of the remaining amounts of goodwill and the acquired customer relationship intangible assets. Refer to Note 5, “ Goodwill and Intangible Assets ,” in the notes to the consolidated financial statements for further information. |
Redeemable Noncontrolling Interest | 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 multiplied by the noncontrolling interest ownership percentage (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. For each reporting period, the entire periodic change in the redemption amount is reflected in the computation of net loss per share under the two-class method as being akin to a dividend. As of December 31, 2022, the redemption amount of the Title365 Put Option as if it was currently redeemable was $53.2 million. |
Segment Information | Segment Information The Company’s operating segments are defined in a manner consistent with how the Company manages its operations and how the Company’s Chief Operating Decision Maker (“CODM”) evaluates the results and allocates the Company’s resources. Prior to the acquisition of Title365 (refer to Note 9, “ Business Combinations” ), the Company operated as a single reportable segment as the CODMs, who were the chief executive officer (the Head of Blend) and the president, together reviewed the financial information presented on a consolidated basis to evaluate the Company’s financial performance and make resource allocation decisions. Following the acquisition, the banking platform business (“Blend Platform”) and Title365 operated as two separate reportable segments. In connection with the acquisition and completion of the IPO, the Company changed its internal processes around the assessment of operating segments results and allocation of resources, and determined that subsequent to these transactions, the function of CODM is performed solely by the Head of Blend. In June 2022, the Company completed the migration of its largest Title365 customer from traditional title to a software-enabled title solution. This solution automates the flow of the title orders from the customer’s loan origination software and passes the orders through the Blend Platform. In connection with the migration, during the three months ended September 30, 2022, the Company changed its reporting segments as previously reported on its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, to change the composition of the Blend Platform segment to include the Company’s software-enabled title component. The impact of this change in segment composition on the comparative prior periods is not material. This segment reporting change reflects a corresponding change in how the Company’s CODM reviews financial information in order to allocate resources and assess performance. |
Revenue Recognition | Revenue Recognition Overview The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers , which requires application of the following five-step model: • Identification of the contract, or contracts, with a customer — A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance, and (iii) it is determined that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration when it is due. • Identification of the performance obligations in the contract — Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct within the context of the contract, whereby the transfer of the services is separately identifiable from the other promises in the contract. To the extent that a contract includes multiple promised services, the Company applies judgment to determine whether promised services are capable of being distinct and distinct within the context of the contract. If these criteria are not met, the promised services are accounted for as a combined performance obligation. The Company has concluded that promised services included in its contracts with multiple performance obligations are distinct. • Determination of the transaction price — The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. The Company estimates and includes variable consideration in the transaction price at contract inception to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. In estimating variable consideration in subscription arrangements, the Company considers historical experience and other external factors that may impact the expectation of future completed transactions beyond a customer’s contracted minimum number of completed transactions. At each reporting period, the Company assesses the expected overage fees, if any, that will be earned for the duration of the contract term. Revenue is presented net of any taxes collected from customers and remitted to governmental authorities. • Allocation of the transaction price to the performance obligations in the contract — The Company allocates the transaction price to each performance obligation on a relative standalone selling price (“SSP”) basis. The SSP is the price at which the Company would sell a promised service separately to a customer. In instances where the Company does not sell or price a service separately, the Company estimates the SSP by considering available information such as market conditions, internally approved pricing guidelines, and the underlying cost of delivering the performance obligation. Judgment is required to determine the SSP for each distinct performance obligation. • Recognition of revenue when the performance obligation is satisfied — For each performance obligation identified, the Company determines at contract inception whether it satisfies the performance obligation over time or at a point in time. Blend Platform The Company generates revenue from fees paid by the customers to access its platform, and, to a lesser extent, from professional services related to the deployment of the platform, premium support services, and consulting services. The Company also earns revenue through commissions or service fees when consumers use the Blend Platform integrated marketplaces to select a property and casualty insurance carrier, title and settlement services entity, or real estate agent. Customers have the ability to access the platform under subscription arrangements, in which customers commit to a minimum number of completed transactions at specified prices over the contract term, or under usage-based arrangements, in which customers pay a variable amount for completed transactions at specified prices. In estimating variable consideration in the subscription arrangements, the Company considers historical experience and other external factors that may impact the expectation of future completed transactions beyond a customer’s contracted minimum number of completed transactions. At each reporting period, the Company assesses the expected overage fees, if any, that will be earned for the duration of the contract term. Subscription arrangements are generally non-cancelable during the contract term while usage-based arrangements generally can be terminated at any time by the customer. Arrangements with customers do not provide the contractual right to take possession of the software at any point in time. The Company begins recognizing revenue when access to the platform is provisioned to customers for an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Access to the platform represents a series of distinct services as the Company continually provides access to the platform, fulfills its obligation to the customer over the non-cancelable contractual term, and the customer receives and consumes the benefit of the platform throughout the contract period. The series of distinct services represents a single performance obligation that is satisfied over time. Under its subscription arrangements, the Company typically bills customers for any committed amounts quarterly, semi-annually or annually in advance and for overages beyond a customer’s contracted minimum number of completed transactions on a monthly or quarterly basis in arrears. The Company recognizes fees for subscription arrangements ratably over the non-cancelable contract term of the arrangement as subscription services are provided, beginning on the commencement date of each contract, which is the date services are made available to the customers. For usage-based arrangements, the Company typically bills its customers for any completed transactions on a monthly basis in arrears. The Company recognizes fees for usage-based arrangements as the completed transactions are processed using the platform. Revenue from usage-based arrangements represented 51%, 29% and 12% of the Blend Platform segment revenue for the years ended December 31, 2022, 2021 and 2020, respectively. Following the change in segment composition, described in the “ Segment Information” section within this Note, the revenue in the Blend Platform segment includes revenue from the Company’s software-enabled title solution. This revenue is similar to the revenue earned in the Title365 segment further described below, with the distinction that software-enabled technology automates the flow of the title orders from the customer’s loan origination software and passes the orders through the Blend Platform. Professional services revenue consists of fees for services related to helping customers deploy, configure, and optimize the use of the Company’s technology. These services include consulting, system integration, data migration, process enhancement, and training. Professional services contracts are typically on a fixed price basis and billed in full at the beginning of the contract term. Professional services revenue is recognized on a proportional performance basis, which measures the service hours performed to date relative to the total expected hours to completion. Title365 Title365 is a title insurance agency that offers title, escrow and other trustee services, including title search procedures for title insurance policies, escrow and other closing and settlement services. Title365 also offers title services in connection with a borrower default and with the issuance of home equity lines of credit and home equity loans. For title insurance services, the Company earns a fee for placing and binding title insurance policies with third-party underwriters that ultimately provide the title insurance policy to its customers. The Company acts as an agent to place and bind title insurance policies and satisfies the performance obligation upon the closing of the underlying real estate transaction. Revenue related to title insurance is recognized net of the amount of consideration paid to the third-party insurance underwriters. Escrow fees and fees for other trustee services are primarily associated with managing the closing of real estate transactions, including the processing of funds on behalf of the transaction participants, gathering and recording the required closing documents, providing notary and other real estate or title-related activities. For title insurance services provided along with an associated escrow service, revenue is recognized at the closing of the underlying real estate transaction. For title insurance services provided without an associated escrow service, revenue is recognized upon issuance of the title insurance policy. Revenue for other title services are recognized at the time of delivery of the title report, as Title365 has no significant ongoing obligations after delivery. Contract assets The Company records a contract asset when revenue recognized on its subscription arrangements and professional services contracts exceeds the billings for the period. Contract assets are included in prepaid expenses and other current assets in the Company’s consolidated balance sheets. Deferred Revenue Deferred revenue represents billings or payments received in advance of revenue recognition. Balances consist primarily of prepaid subscription services and professional services not yet provided as of the balance sheet dates. Amounts that will be recognized during the succeeding 12-month period are recorded as deferred revenue, current, and the remaining portion, if any, is recorded as deferred revenue, non-current. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing its services, not to receive financing from its customers or to provide customers with financing. Deferred Contract Costs The Company capitalizes incremental and recoverable costs of obtaining contracts with customers. The capitalized amounts consist primarily of sales commissions paid to the Company’s sales force. The Company applies the practical expedient to expense sales commissions as incurred when the amortization period is one year or less. Deferred contract costs related to new revenue contracts are amortized on a straight-line basis over an estimated period of benefit of three years. The Company determined the period of benefit by taking into consideration customer attrition and estimated technology life cycles. Amortization expense is included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss. |
Cost of Revenue | Cost of Revenue Costs of subscribed hosting, support, and professional services are expensed as incurred. Costs of subscribed hosting services and support revenue primarily consist of expenses related to hosting the Company’s services and providing support to the Company’s customers. These expenses are comprised of third-party web hosting costs and software licenses, customer support, and other customer related activities. Costs of professional services consist primarily of personnel and related direct costs, including employee salaries, payroll taxes, business expenses (e.g., employee travel and lodging expenses for customer projects), as well as allocated overhead. Cost of revenue related to Title365 services consists of costs of title, escrow and other trustee services, which represent primarily personnel-related expenses of our Title365 segment as well as title abstractor, notary, and recording service expense provided by external vendors. Following the change in segment composition, described in the “ Segment Information” |
Title and Escrow Loss Reserve | Title and Escrow Loss Reserve The Company performs title insurance services and issues a title insurance policy as an agent for a third-party title insurance underwriter. The Company pays part of the title insurance policy fee charged to its customers to the third-party title insurance underwriter as compensation for accepting the risk associated with issuing the title policy. The Company may incur a loss if it does not follow the guidelines outlined in the agency agreements, and in the state of California, the Company is obligated to reimburse the insurance company for up to the first $5,000 in losses related to a claim on a policy issued through Title365. Reserves for estimated future losses on policies issued are established at the time the title insurance revenue is recognized in accordance with ASC 450, Contingencies , and are based on claim loss history, industry trends, legal environment, geographic considerations, and the type of title insurance policies written. As of December 31, 2022, title and escrow loss reserves were $2.1 million, of which $0.2 million is presented within other current liabilities and $1.9 million is presented within other non-current liabilities on the consolidated balance sheets. As of December 31, 2021, title and escrow loss reserves were $1.6 million, of which $0.2 million, is presented within other current liabilities and $1.4 million is presented within other non-current liabilities on the consolidated balance sheets. |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred. |
Research and Development Costs | Research and Development Costs Research and development costs within the consolidated statements of operations and comprehensive loss include personnel costs, including stock-based compensation expense associated with the Company’s engineering personnel responsible for the design, development, and testing of the product, depreciation of equipment used in research and development and allocated facilities, and information technology costs. Research and development costs are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes its stock-based compensation in accordance with ASC 718, Stock Compensation , which requires compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company grants stock option awards and restricted stock units (“RSUs”) to its employees that vest upon the satisfaction of a service condition. For stock option awards, the Company uses the Black-Scholes-Merton option pricing model to determine the fair value of the stock options granted. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock (for pre-IPO awards), the expected volatility over the term of the option awards, the expected term of the awards, risk-free interest rates and the expected dividend yield. The requisite service period of the stock option awards is generally the vesting period. The Company accounts for forfeitures as they occur. After the IPO, the fair value of each share of underlying Class A common stock is based on the closing price of the Company’s Class A common stock as reported on the grant date. For RSUs, the Company determines the grant-date fair value as the fair value of the Company’s common stock on the grant date. Certain stock options granted to the Company’s Co-Founder and Head of Blend vest upon the satisfaction of a service condition, liquidity event-related performance condition, and performance-based market conditions. In July 2021, the first tranche of the Co-Founder and Head of Blend stock option award vested upon completion of the IPO. The remaining tranches of shares will vest dependent on performance goals tied to the Company’s stock price hurdles with specified expiration dates for each tranche. |
Income Taxes | Income Taxes The Company accounts for income taxes using an asset and liability approach. Under this method, the Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are measured using enacted statutory tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets that, based on all available positive and negative evidence, is not expected to be realized. Such evidence includes, but is not limited to, recent cumulative earnings or losses, expectations of future taxable income by taxing jurisdiction, the anticipated reversal or expiration dates of the deferred tax assets and tax planning strategies. The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than a 50% likelihood of being sustained. |
Restructuring Charges | Restructuring ChargesThe restructuring charges consist primarily of cash expenditures for compensation and severance payments, employee benefits, payroll taxes and related facilitation costs associated with the Company’s workforce reduction plans. Employee termination benefits are recognized as a liability at estimated fair value, at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing termination benefits are recognized as a liability at estimated fair value when the amount of such benefits is probable and reasonably estimable. |
Other Income (Expense), Net | Other Income (Expense), Net Other income (expense), net primarily consists of interest income earned from the Company’s investment portfolio of $2.4 million, $0.4 million and $1.0 million for the years ended December 31, 2022, 2021 and 2020, respectively, adjustments to carrying value of investment in non-marketable equity securities of $2.9 million for the year ended December 31, 2022 and net foreign currency transaction losses of $0.5 million for the year ended December 31, 2022. There were no adjustments to the carrying value of investment in non-marketable equity securities and foreign currency transaction gains or losses for the years ended December 31, 2021 and 2020. |
Employee Benefit Plan | Employee Benefit PlanThe Company maintains a 401(k) plan that covers all eligible employees in the United States. Employer matching contributions are discretionary. The Company, at its discretion, may match a percentage of the employee contributions. The Company recognized a contribution expense of $4.8 million for the year ended December 31, 2022. No contribution expense was recognized for the years ended December 31, 2021 and 2020. |
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. As of December 31, 2022, cash and cash equivalents of $124.2 million include $1.3 million of cash in a foreign jurisdiction. Collateral is not required for trade accounts receivable. |
Fair Value Measurement | Fair Value Measurement The Company measures its cash and cash equivalents, marketable securities, trade and other receivables, accounts payable, and other current liabilities at fair value on a recurring basis. In addition, the Company measures certain other assets, including intangible assets and investments in equity securities without readily determinable fair values, at fair value on a nonrecurring basis. The Company reports its investments in cash equivalents and marketable securities at fair value on the 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 estimated fair value of trade and other receivables, accounts payable, and other current liabilities approximate their respective carrying values due to their short term nature. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In March 2020, the Financial Accounting Standards Board (“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. Under this update, contract modifications related to reference rate reform may be considered an event that does not require remeasurement or reassessment of a previous accounting determination at the modification date. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In October 2022, the Company entered into the first amendment to the Credit Agreement (as defined in Note 10, “ Debt Financing” ), which replaced the reference rate from LIBOR to the Secured Overnight Financing Rate ("SOFR") as a result of the expected cessation of LIBOR and adopted ASU 2020-04 and elected the optional expedient. The adoption did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted 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. 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. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities with Customers (Topic 805) . This guidance requires an acquirer in a business combination to use principles in ASC 606 to recognize and measure contract assets and liabilities rather than fair value. The guidance is effective for the Company for annual reporting periods, and interim reporting periods within those annual periods, beginning January 1, 2023. ASU 2021-08 should be applied retrospectively to all business combinations that have occurred since the beginning of the annual period that includes the interim period of adoption. The Company expects the impact from adoption of this ASU in the first quarter of 2023 will not have a material impact on its consolidated financial statements. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820). This update clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The guidance is effective for the Company for annual reporting periods, and interim reporting periods within those annual periods, beginning January 1, 2024. 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) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life or lease term Property and equipment, net, consisted of the following: December 31, 2022 December 31, 2021 (In thousands) Computer and software $ 5,843 $ 4,287 Furniture and fixtures 1,886 1,559 Leasehold improvements 4,884 4,940 Total property and equipment, gross 12,613 10,786 Accumulated depreciation and amortization (6,871) (4,631) Total property and equipment, net $ 5,742 $ 6,155 |
Schedules of Concentration of Credit Risk | The following customers comprised 10% or more of the Company’s revenue for the following periods: Year Ended December 31, Customer 2022 2021 2020 A 2 29% 26% N/A 1 B 2 N/A 1 N/A 1 13% (1) revenue from this customer did not exceed 10% for the period presented (2) this customer generates revenue in both Blend Platform and Title365 segments The following customers comprised 10% or more of the Company’s trade and unbilled receivables: Customer December 31, 2022 December 31, 2021 A 12% 29% B 10% N/A 1 (1) 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) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table provides information about disaggregated revenue by service offering: Year Ended December 31, 2022 2021 2020 (In thousands) Blend Platform revenue: Mortgage Banking $ 83,391 $ 108,264 $ 80,061 Consumer Banking and Marketplace 44,227 23,120 12,624 Professional Services 4,396 4,178 3,344 Total Blend Platform revenue 132,014 135,562 96,029 Title365 revenue 103,187 98,933 — Total revenue $ 235,201 $ 234,495 $ 96,029 |
Schedule of Contract Balances | The following table provides information about contract assets and contract liabilities from contracts with customers: Contract Accounts Balance Sheet Line Reference As of December 31, 2022 As of December 31, 2021 (In thousands) Contract assets—current Prepaid expenses and other current assets $ 1,252 $ 5,359 Contract liabilities—current Deferred revenue, current $ (8,695) $ (8,068) |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The expected timing of recognizing revenue for the transaction price allocated to the remaining performance obligations as of December 31, 2022 was as follows: (In thousands) Within one year $ 19,425 More than one year 13,389 Total transaction price allocated to the remaining performance obligations $ 32,814 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 were as follows: December 31, 2022 Amortized Gross Fair Value Fair Value Hierarchy Cash equivalents: Money market funds $ 26,389 $ — $ 26,389 Level 1 Commercial paper 29,242 — 29,242 Level 2 U.S. treasury and agency securities 12,163 — 12,163 Level 2 Total cash equivalents 67,794 — 67,794 Marketable securities: U.S. treasury and agency securities 197,734 (918) 196,816 Level 2 Commercial paper 23,686 — 23,686 Level 2 Debt securities 4,462 (16) 4,446 Level 2 Total marketable securities 225,882 (934) 224,948 Other investments: Certificates of deposit 5,000 — 5,000 Level 2 Restricted cash: Certificates of deposit 335 — 335 Level 2 Total $ 299,011 $ (934) $ 298,077 December 31, 2021 Amortized Gross Fair Value Fair Value Hierarchy (In thousands) Cash equivalents: Money market funds $ 2,357 $ — $ 2,357 Level 1 Commercial paper 2,150 — 2,150 Level 2 Total cash equivalents 4,507 — 4,507 Marketable securities: U.S. treasury and agency securities 269,393 (745) 268,648 Level 2 Commercial paper 27,187 (7) 27,180 Level 2 Debt securities 33,366 (47) 33,319 Level 2 Total marketable securities 329,946 (799) 329,147 Other investments: Certificates of deposit 5,000 — 5,000 Level 2 Restricted cash: Certificates of deposit 335 — 335 Level 2 Total $ 339,788 $ (799) $ 338,989 The following table summarizes the stated maturities of the Company’s marketable securities: December 31, 2022 December 31, 2021 (In thousands) Due within one year $ 201,921 $ 202,895 Due after one year through two years 28,027 131,252 Total marketable securities $ 229,948 $ 334,147 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the year ended December 31, 2022 were as follows: Blend Platform Title365 Total (In thousands) Goodwill as of December 31, 2021 $ — $ 287,228 $ 287,228 Impairment Charges — (287,228) (287,228) Goodwill as December 31, 2022 $ — $ — $ — |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consisted of the following: December 31, 2022 Weighted Average Remaining Amortization Gross Amount Accumulated Amortization Impairment Charge Net Book Value (In years) (In thousands) Intangible assets subject to amortization: Acquired customer relationships — $ 179,000 $ (16,548) $ (162,452) $ — Internally developed software — 11,391 (11,391) — — Domain name 8.6 210 (83) — 127 Total finite-lived intangible assets, net 8.6 190,601 (28,022) (162,452) 127 Indefinite-lived intangible assets: Acquired licenses 2,000 — — 2,000 Total intangible assets, net $ 192,601 $ (28,022) $ (162,452) $ 2,127 December 31, 2021 Weighted Average Remaining Amortization Gross Amount Accumulated Amortization Net Book Value (In years) (In thousands) Intangible assets subject to amortization: Acquired customer relationships 10.5 $ 179,000 $ (8,136) $ 170,864 Internally developed software — 11,391 (11,391) — Domain name 9.5 210 (66) 144 Total finite-lived intangible assets, net 10.5 190,601 (19,593) 171,008 Indefinite-lived intangible assets: Acquired licenses 2,000 — 2,000 Total intangible assets, net $ 192,601 $ (19,593) $ 173,008 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: December 31, 2022 Weighted Average Remaining Amortization Gross Amount Accumulated Amortization Impairment Charge Net Book Value (In years) (In thousands) Intangible assets subject to amortization: Acquired customer relationships — $ 179,000 $ (16,548) $ (162,452) $ — Internally developed software — 11,391 (11,391) — — Domain name 8.6 210 (83) — 127 Total finite-lived intangible assets, net 8.6 190,601 (28,022) (162,452) 127 Indefinite-lived intangible assets: Acquired licenses 2,000 — — 2,000 Total intangible assets, net $ 192,601 $ (28,022) $ (162,452) $ 2,127 December 31, 2021 Weighted Average Remaining Amortization Gross Amount Accumulated Amortization Net Book Value (In years) (In thousands) Intangible assets subject to amortization: Acquired customer relationships 10.5 $ 179,000 $ (8,136) $ 170,864 Internally developed software — 11,391 (11,391) — Domain name 9.5 210 (66) 144 Total finite-lived intangible assets, net 10.5 190,601 (19,593) 171,008 Indefinite-lived intangible assets: Acquired licenses 2,000 — 2,000 Total intangible assets, net $ 192,601 $ (19,593) $ 173,008 |
Significant Balance Sheet Com_2
Significant Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Balance Sheet Information [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: December 31, 2022 December 31, 2021 (In thousands) Contract assets $ 1,252 $ 5,359 Deferred contract costs 3,518 4,564 Prepaid insurance 3,646 6,521 Prepaid other 7,656 7,743 Recording fee advances 857 4,243 Other current assets 2,302 3,283 Total prepaid expenses and other current assets $ 19,231 $ 31,713 |
Schedule of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life or lease term Property and equipment, net, consisted of the following: December 31, 2022 December 31, 2021 (In thousands) Computer and software $ 5,843 $ 4,287 Furniture and fixtures 1,886 1,559 Leasehold improvements 4,884 4,940 Total property and equipment, gross 12,613 10,786 Accumulated depreciation and amortization (6,871) (4,631) Total property and equipment, net $ 5,742 $ 6,155 |
Other Current Liabilities | Other current liabilities consisted of the following: December 31, 2022 December 31, 2021 (In thousands) Accrued expenses $ 3,051 $ 5,798 Accrued interest 73 3,397 Accrued professional fees 2,615 3,085 Accrued connectivity fees 3,143 4,753 Accrued litigation contingencies 700 — Operating lease liabilities, current portion 4,089 3,856 Payable to Title365 noncontrolling interest holder under transition services agreement — 5,549 Other accrued expenses 1,788 1,224 Total other current liabilities $ 15,459 $ 27,662 |
Other Long-Term Liabilities | Other long-term liabilities consisted of the following: December 31, 2022 December 31, 2021 (In thousands) Deferred tax liabilities $ — $ 2,864 Early exercise liability 2,002 6,998 Payroll tax liabilities 1,354 1,457 Other liabilities 2,122 2,096 Total other long-term liabilities $ 5,478 $ 13,415 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Maturities of Operating Lease Liabilities | As of December 31, 2022, maturities of operating lease liabilities were as follows: Year ending December 31, (In thousands) 2023 $ 5,074 2024 4,980 2025 4,122 2026 1,260 2027 1,094 Thereafter 1,259 Total lease payments 17,789 Less: imputed interest (2,608) Total operating lease liabilities $ 15,181 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Purchase Obligations | The future non-cancelable purchase obligations, which were not recognized on our consolidated balance sheet as of December 31, 2022, were as follows: Year ending December 31, (In thousands) 2023 $ 6,225 2024 4,776 2025 3,483 2026 208 Total $ 14,692 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The final purchase price allocation was as follows: June 30, 2021 Identifiable assets acquired and liabilities assumed (In thousands) Cash and cash equivalents $ 16,500 Trade and other receivables 13,848 Prepaid expenses and other current assets 7,906 Property and equipment, net 1,048 Operating lease right-of-use assets 3,520 Intangible assets 181,000 Restricted cash, non-current 335 Accounts payable (1,165) Accrued compensation (3,492) Other current liabilities (10,911) Operating lease liabilities, non-current (1,963) Other long-term liabilities (42,403) Net identifiable assets 164,223 Redeemable noncontrolling interest (33,748) Goodwill 287,228 Total purchase consideration $ 417,703 |
Schedule of Business Acquisitions | June 30, 2021 Fair value of consideration transferred (In thousands) Cash consideration $ 416,848 Fair value of replacement share-based payment awards 855 Total purchase consideration $ 417,703 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The acquired intangible assets consisted of the following: Fair Value Estimated Useful Life (In thousands) (In years) Customer relationships $ 179,000 11 Licenses 2,000 Indefinite Total intangible assets $ 181,000 |
Schedule of Acquired Indefinite-lived Intangible Assets by Major Class | The acquired intangible assets consisted of the following: Fair Value Estimated Useful Life (In thousands) (In years) Customer relationships $ 179,000 11 Licenses 2,000 Indefinite Total intangible assets $ 181,000 |
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. Year Ended December 31, 2021 2020 (In thousands) Revenues (1) $ 363,637 $ 293,901 Net loss $ (180,904) $ (39,177) Net income attributable to redeemable noncontrolling interest $ 3,276 $ 1,591 Net loss attributable to Blend Labs, Inc. $ (184,180) $ (40,768) (1) As part of the Company’s evaluation of Title365 accounting policies post-acquisition, Title365 revenue was adjusted to be presented net of insurance premiums paid to the underwriters, in accordance with Principal vs. Agent considerations included in ASC 606, Revenue Recognition. |
Debt Financing (Tables)
Debt Financing (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following: Year Ended December 31, 2022 2021 (In thousands) Term Loan - principal $ 225,000 $ 225,000 Term Loan - exit fee 4,500 4,500 Less: unamortized debt discounts and issuance costs (12,699) (15,657) Total debt $ 216,801 $ 213,843 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Activity | A summary of the stock option activity is as follows: Number of Weighted Weighted Aggregate (In thousands) (In years) (In thousands) Balance as of December 31, 2021 31,675 $ 5.81 8.01 $ 108,826 Granted 2,167 $ 3.28 Exercised (2,879) $ 1.12 $ 1,811 Cancelled and forfeited (5,626) $ 9.94 Balance as of December 31, 2022 25,337 $ 5.18 7.14 $ 3,076 Vested and exercisable as of December 31, 2022 15,324 $ 4.40 6.62 $ 3,064 |
Schedule of Valuation Assumptions | The estimated grant date fair values of the employee stock options granted under the 2012 and 2021 Plan were calculated using the Black-Scholes Merton Option pricing model, based on the following weighted average assumptions: Year Ended December 31, 2022 2021 2020 Expected term (years) 6.34 5.93 5.90 Expected volatility 51.50% 32.85% 35.14% Risk-free interest rate 3.52% 1.04% 0.58% Expected dividend yield — — — 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 — |
Schedule of RSU Activity | A summary of the Company’s RSU activity and related information is as follows: Number of RSUs Weighted (In thousands) Balance as of December 31, 2021 2,589 $ 8.91 Granted 19,633 $ 4.37 Vested (7,901) $ 7.22 Cancelled and forfeited (1,929) $ 7.33 Balance as of December 31, 2022 12,392 $ 3.02 |
Schedule of Stock Based Compensation Expense | The Company’s stock-based compensation expense was as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Cost of revenue $ 2,069 $ 753 $ 79 Research and development 47,280 13,184 4,250 Sales and marketing 11,725 7,167 3,675 General and administrative 48,628 49,740 2,120 Total $ 109,702 $ 70,844 $ 10,124 Included in stock-based compensation expense recognized during the years ended December 31, 2021 and 2020 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. The was no stock-based compensation related to the secondary sales during the year ended December 31, 2022. 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, was as follows: Year Ended December 31, 2021 2020 (In thousands) Research and development $ 325 $ 1,524 Sales and marketing 300 1,607 General and administrative 166 325 Total $ 791 $ 3,456 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The reconciliation of the restructuring liability balances is as follows: (In thousands) Restructuring liability as of December 31, 2021 $ — April Plan charge 6,380 August Plan charge 5,935 November Plan charge 2,960 Settlements (13,661) Restructuring liability as of December 31, 2022 $ 1,614 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The total provision for income taxes consisted of the following: Year Ended December 31, 2022 2021 2020 (in thousands) Current: Federal $ — $ — $ — State 355 425 26 Foreign 268 — — Total current 623 425 26 Deferred: Federal (1,831) (34,462) — State (1,033) (4,849) — Foreign — — — Total deferred (2,864) (39,311) — Total provision for income taxes $ (2,241) $ (38,886) $ 26 |
Schedule of Effective Income Tax Rate Reconciliation | The following summarizes the differences between the income tax provision recorded by the Company and the amount computed by applying the statutory federal income tax rate of 21% to loss before income tax for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 (in thousands) Tax benefit at federal statutory rate $ (151,504) $ (43,747) $ (15,664) State taxes, net of federal benefit (677) (4,431) 21 Research and other credits (3,798) (2,305) (1,245) Valuation allowance release related to Title365 PPA — (34,462) — Change in valuation allowance 98,510 38,188 16,431 Section 162(m) adjustment 4,230 10,241 — Non-deductible transaction costs — 1,252 — Stock-based compensation (64) (2,828) 572 Goodwill Impairment 60,318 — — Noncontrolling interest (9,226) 125 — Other (30) (919) (89) Total provision for income taxes $ (2,241) $ (38,886) $ 26 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2022 December 31, 2021 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 130,808 $ 102,240 Lease liabilities 3,600 4,721 Research and other credits 17,564 12,627 Accruals and reserves 334 1,098 Interest expense limitation 7,194 2,174 Stock-based compensation 16,777 1,980 Fixed assets 1,047 1,014 Capitalized research and development costs 31,542 — Other deferred tax assets 1,177 357 Gross deferred tax assets 210,043 126,211 Less: valuation allowance (204,371) (77,843) Total deferred tax assets $ 5,672 $ 48,368 Deferred tax liabilities: Right-of-use assets $ (2,718) $ (3,776) Deferred contract costs (1,340) (2,194) ASC 606 adjustments (291) (667) Other deferred tax liabilities (60) (462) Amortization (759) (752) Acquired intangible assets (504) (43,381) Gross deferred tax liabilities (5,672) (51,232) Total net deferred liabilities $ — $ (2,864) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table reflects the changes in the Company’s unrecognized tax benefits: Year Ended December 31, 2022 2021 2020 (in thousands) Beginning Balance $ 5,948 $ 4,155 $ 3,167 Gross increases—tax positions in current periods 2,300 1,793 1,188 Gross decreases—tax positions in prior periods (20) — (200) Ending balance $ 8,228 $ 5,948 $ 4,155 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table presents the calculation of basic and diluted net loss per share for Class A and Class B common stock. No shares of Class C common stock were issued and outstanding during the periods presented. Year Ended December 31, 2022 2021 2020 Class A Class B Class A Class B Class A Class B (In thousands, except per share data) Numerator: Net loss attributable to Blend Labs, Inc. $ (681,657) $ (38,515) $ (151,901) $ (18,012) $ (50,131) $ (24,486) Less: accretion of RNCI to redemption value (45,848) (2,590) (1,323) (107) — — Net loss attributable to Blend Labs, Inc. common stockholders $ (727,505) $ (41,105) $ (153,224) $ (18,119) $ (50,131) $ (24,486) Denominator: Weighted average common stock outstanding, basic and diluted 221,638 12,523 117,994 13,991 26,475 12,932 Net loss per share attributable to Blend Labs, Inc.: Basic and diluted $ (3.28) $ (3.28) $ (1.30) $ (1.30) $ (1.89) $ (1.89) |
Schedule of Antidilutive Securities | The following potential shares of common stock were excluded from the computation of diluted net earnings per share attributable to the Company for the periods presented because including them would have been antidilutive as the Company has reported net loss for each of the periods presented: As of December 31, 2022 2021 2020 (In thousands) Outstanding stock options 25,337 31,675 33,750 Early exercised options subject to repurchase 528 1,820 162 Options exercised via promissory note — — 4,000 Non-plan Co-Founder and Head of Blend options 26,057 26,057 — Unvested restricted stock units 12,392 2,589 — Common stock warrants 598 598 — Convertible Preferred Stock warrants — — 5,461 Founders Convertible Preferred Stock — — 1,026 Convertible Preferred Stock — — 121,353 Total antidilutive securities 64,912 62,739 165,752 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table provides information about each reportable segment: Year Ended December 31, 2022 2021 2020 (in thousands) Segment revenue: Blend Platform $ 132,014 $ 135,562 $ 96,029 Title365 103,187 98,933 — Total revenue $ 235,201 $ 234,495 $ 96,029 Segment gross profit: Blend Platform $ 70,090 $ 85,645 $ 61,740 Title365 19,561 30,344 — Total gross profit $ 89,651 $ 115,989 $ 61,740 Operating expenses: Research and development $ 138,094 $ 92,216 $ 55,503 Sales and marketing 85,248 84,077 51,420 General and administrative 139,120 128,802 30,108 Amortization of acquired intangible assets 8,411 8,136 — Impairment of intangible assets and goodwill 449,680 — — Restructuring 15,275 — — Total operating expenses 835,828 313,231 137,031 Loss from operations (746,177) (197,242) (75,291) Interest expense (24,790) (11,279) — Other income (expense), net 4,916 493 700 Loss before income taxes $ (766,051) $ (208,028) $ (74,591) |
Long-Lived Assets by Geographic Areas | The Company’s long-lived assets, which consist of property and equipment, net and operating lease right-of-use assets, by geographic location are as follows: As of December 31, 2022 2021 (in thousands) Long-lived assets: United States $ 16,126 $ 19,184 India 1,284 1,684 Total $ 17,410 $ 20,868 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Jul. 20, 2021 USD ($) vote $ / shares shares | Jun. 29, 2021 | Dec. 31, 2022 USD ($) class $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Jul. 19, 2021 $ / shares shares | Jun. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from initial public offering, net of underwriters' fees and issuance costs | $ | $ (391) | $ 366,805 | $ 0 | ||||
Issuance costs | $ | $ 299 | $ 311 | |||||
Common stock, shares authorized (in shares) | 3,000,000,000 | ||||||
Preferred stock, shares authorized (in shares) | 200,000,000 | 0 | |||||
Shares issued upon conversion per share (in shares) | 1 | ||||||
Shares issued (in shares) | 240,931,000 | 230,324,000 | |||||
Shares outstanding (in shares) | 240,931,000 | 230,324,000 | |||||
Number of classes of stock | class | 3 | ||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||
Reverse stock split conversion ratio | 0.333 | ||||||
IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Capital stock reserved for future issuance (in shares) | 3,200,000,000 | ||||||
Class A Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||
Proceeds from initial public offering, net of underwriters' fees and issuance costs | $ | $ 366,700 | ||||||
Common stock, shares authorized (in shares) | 1,800,000,000 | ||||||
Shares issued in conversion of convertible preferred stock (in shares) | 146,872,568 | ||||||
Shares issued (in shares) | 214,132,175 | 230,210,000 | 217,691,000 | ||||
Shares outstanding (in shares) | 214,132,175 | 230,210,000 | 217,691,000 | ||||
Voting rights | vote | 1 | ||||||
Class A Common Stock | Founder And Head Of Blend | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares converted (in shares) | 12,883,331 | ||||||
Class A Common Stock | IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares sold (in shares) | 22,468,111 | ||||||
Par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||
Share price (in dollars per share) | $ / shares | $ 18 | ||||||
Underwriting discounts and commissions expense | $ | $ 27,300 | ||||||
Issuance costs | $ | $ 10,400 | ||||||
Class B Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||
Common stock, shares authorized (in shares) | 600,000,000 | ||||||
Shares converted (in shares) | 1 | ||||||
Shares issued (in shares) | 12,883,331 | 10,721,000 | 12,633,000 | ||||
Shares outstanding (in shares) | 12,883,331 | 10,721,000 | 12,633,000 | ||||
Voting rights | vote | 40 | ||||||
Class C Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||
Common stock, shares authorized (in shares) | 600,000,000 | ||||||
Shares issued (in shares) | 0 | 0 | 0 | ||||
Shares outstanding (in shares) | 0 | 0 | 0 | ||||
Title365 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Interest acquired | 90.10% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2021 | |
Noncontrolling Interest [Line Items] | ||||||
Restricted cash, non-current | $ 5,358 | $ 5,358 | $ 5,358 | |||
Escrow deposit net outstanding amount | 27,000 | 5,000 | 27,000 | |||
Escrow deposits | 56,200 | 42,800 | 56,200 | |||
Reserve for credit loss | $ 1,400 | 400 | 1,400 | |||
Provision for credit losses | (500) | 1,500 | ||||
Write off for credit losses | 400 | 100 | ||||
Costs incurred, development costs | 900 | 700 | ||||
Gain on investment in equity securities | $ 2,900 | 2,884 | $ 0 | $ 0 | ||
Redemption amount | $ 53,200 | |||||
Number of segments | segment | 2 | |||||
Revenue percentage | 29% | 51% | 29% | 12% | ||
Amortization period | 3 years | |||||
Loss contingency accrual | $ 1,600 | $ 2,100 | $ 1,600 | |||
Advertising expense | 5,200 | 7,000 | $ 3,600 | |||
Contribution expense | 4,800 | 0 | 0 | |||
Interest income | 2,400 | 400 | 1,000 | |||
Change in nonequity securities | 2,900 | 0 | 0 | |||
Foreign currency loss | 500 | |||||
Cash and cash equivalents | $ 213,082 | 124,199 | 213,082 | $ 41,092 | ||
Foreign Jurisdiction | ||||||
Noncontrolling Interest [Line Items] | ||||||
Cash and cash equivalents | $ 1,300 | |||||
Insurance Company 1 | Revenue | Customer Concentration Risk | ||||||
Noncontrolling Interest [Line Items] | ||||||
Concentration risk percentage | 74% | 57% | ||||
Insurance Company 2 | Revenue | Customer Concentration Risk | ||||||
Noncontrolling Interest [Line Items] | ||||||
Concentration risk percentage | 26% | 43% | ||||
Prepaid Expenses and Other Current Assets | ||||||
Noncontrolling Interest [Line Items] | ||||||
Costs incurred, development costs | $ 700 | 300 | ||||
Other Noncurrent Assets | ||||||
Noncontrolling Interest [Line Items] | ||||||
Costs incurred, development costs | 200 | 400 | ||||
Other Current Liabilities | ||||||
Noncontrolling Interest [Line Items] | ||||||
Loss contingency accrual | $ 200 | 200 | 200 | |||
Other Noncurrent Liabilities | ||||||
Noncontrolling Interest [Line Items] | ||||||
Loss contingency accrual | $ 1,400 | $ 1,900 | $ 1,400 | |||
Title365 | ||||||
Noncontrolling Interest [Line Items] | ||||||
Interest acquired | 90.10% | |||||
Title365 | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ownership percentage | 9.90% | |||||
Purchase price | $ 49,500 | |||||
Interest rate | 5% | |||||
EBITDA ratio | 4.4 | |||||
EBITDA period | 12 months | |||||
Title365 | Call Option | ||||||
Noncontrolling Interest [Line Items] | ||||||
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 - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer and software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | Customer A | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 29% | 26% | |
Revenue | Customer B | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13% | ||
Accounts Receivable | Customer A | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12% | 29% | |
Accounts Receivable | Customer B | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% |
Revenue Recognition and Contr_3
Revenue Recognition and Contract Costs - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 235,201 | $ 234,495 | $ 96,029 |
Blend Platform | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 132,014 | 135,562 | 96,029 |
Mortgage Banking | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 83,391 | 108,264 | 80,061 |
Customer Banking And Marketplace | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 44,227 | 23,120 | 12,624 |
Professional Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 4,396 | 4,178 | 3,344 |
Title365 | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 103,187 | $ 98,933 | $ 0 |
Revenue Recognition and Contr_4
Revenue Recognition and Contract Costs - Contract Balances (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets—current | $ 1,252,000 | $ 5,359,000 |
Contract liabilities—current | (8,695,000) | (8,068,000) |
Contract assets - noncurrent | 0 | 0 |
Contract liabilities - noncurrent | 0 | 0 |
Revenue recognized | 7,200,000 | |
Revenue from performance obligations | $ 1,800,000 | $ 11,900,000 |
Revenue Recognition and Contr_5
Revenue Recognition and Contract Costs - Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 32,814 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 19,425 |
Remaining performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 13,389 |
Remaining performance obligations, period | 1 year |
Revenue Recognition and Contr_6
Revenue Recognition and Contract Costs - Deferred Contract Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Contract Cost [Line Items] | |||
Unamortized deferred contract costs | $ 5,200 | $ 8,700 | |
Unamortized deferred contract costs, current | 3,518 | 4,564 | |
Unamortized deferred contract costs, noncurrent | 1,691 | 4,178 | |
Amortization of deferred contract costs | 4,638 | 5,030 | $ 3,648 |
Prepaid Expenses and Other Current Assets | |||
Capitalized Contract Cost [Line Items] | |||
Unamortized deferred contract costs, current | $ 3,500 | $ 4,500 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | $ 124,199 | $ 213,082 | $ 41,092 |
Gross unrealized loss | (934) | (799) | |
Restricted cash | 5,358 | 5,358 | $ 5,196 |
Available-for-sale debt securities, amortized cost | 299,011 | 339,788 | |
Available-for-sale debt securities fair value | 298,077 | 338,989 | |
U.S. treasury and agency securities | Level 2 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized cost | 197,734 | 269,393 | |
Gross unrealized loss | (918) | (745) | |
Fair Value | 196,816 | 268,648 | |
Commercial paper | Level 2 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized cost | 23,686 | 27,187 | |
Gross unrealized loss | 0 | (7) | |
Fair Value | 23,686 | 27,180 | |
Debt securities | Level 2 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized cost | 4,462 | 33,366 | |
Gross unrealized loss | (16) | (47) | |
Fair Value | 4,446 | 33,319 | |
Certificates of deposit | Level 2 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Other investments | 5,000 | 5,000 | |
Restricted cash | 335 | 335 | |
Money market funds | Level 1 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | 26,389 | 2,357 | |
Commercial paper | Level 2 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | 29,242 | 2,150 | |
U.S. treasury and agency securities | Level 2 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | 12,163 | ||
Cash and Cash Equivalents | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | 67,794 | 4,507 | |
Marketable Securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized cost | 225,882 | 329,946 | |
Gross unrealized loss | (934) | (799) | |
Fair Value | $ 224,948 | $ 329,147 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Debt Maturities (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) position | Dec. 31, 2021 USD ($) position | Dec. 31, 2020 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |||
Due within one year | $ 201,921 | $ 202,895 | |
Due after one year through two years | 28,027 | 131,252 | |
Total marketable securities | $ 229,948 | $ 334,147 | |
Number of investment positions that are in an unrealized loss position | position | 38 | 57 | |
Interest income | $ 2,400 | $ 400 | $ 1,000 |
Interest receivable | $ 900 | $ 1,200 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||
Impairment of intangible assets, finite-lived | $ 162,452 | ||
Impairment Charges | 287,228 | ||
Amortization of acquired intangible assets | 8,400 | $ 9,200 | $ 2,900 |
Acquired customer relationships | |||
Goodwill [Line Items] | |||
Impairment of intangible assets, finite-lived | $ 162,452 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 287,228 |
Impairment Charges | (287,228) |
Goodwill, ending balance | 0 |
Blend Platform | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 0 |
Impairment Charges | 0 |
Goodwill, ending balance | 0 |
Title365 | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 287,228 |
Impairment Charges | (287,228) |
Goodwill, ending balance | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization | 8 years 7 months 6 days | 10 years 6 months |
Gross Amount | $ 190,601 | $ 190,601 |
Accumulated Amortization | (28,022) | (19,593) |
Impairment Charge | (162,452) | |
Net Book Value | 127 | 171,008 |
Total intangible assets, gross | 192,601 | 192,601 |
Total intangible assets, net | $ 2,127 | 173,008 |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of intangible assets and goodwill | |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired licenses | $ 2,000 | $ 2,000 |
Acquired customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization | 10 years 6 months | |
Gross Amount | 179,000 | $ 179,000 |
Accumulated Amortization | (16,548) | (8,136) |
Impairment Charge | (162,452) | |
Net Book Value | 0 | 170,864 |
Internally developed software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 11,391 | 11,391 |
Accumulated Amortization | (11,391) | (11,391) |
Impairment Charge | 0 | |
Net Book Value | $ 0 | $ 0 |
Domain name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization | 8 years 7 months 6 days | 9 years 6 months |
Gross Amount | $ 210 | $ 210 |
Accumulated Amortization | (83) | (66) |
Impairment Charge | 0 | |
Net Book Value | $ 127 | $ 144 |
Significant Balance Sheet Com_3
Significant Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Supplemental Balance Sheet Information [Abstract] | ||
Contract assets | $ 1,252 | $ 5,359 |
Deferred contract costs | 3,518 | 4,564 |
Prepaid insurance | 3,646 | 6,521 |
Prepaid other | 7,656 | 7,743 |
Recording fee advances | 857 | 4,243 |
Other current assets | 2,302 | 3,283 |
Total prepaid expenses and other current assets | $ 19,231 | $ 31,713 |
Significant Balance Sheet Com_4
Significant Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | $ 12,613 | $ 10,786 | |
Accumulated depreciation and amortization | (6,871) | (4,631) | |
Total property and equipment, net | 5,742 | 6,155 | |
Depreciation expense | 2,300 | 1,400 | $ 1,100 |
Computer and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 5,843 | 4,287 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 1,886 | 1,559 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | $ 4,884 | $ 4,940 |
Significant Balance Sheet Com_5
Significant Balance Sheet Components - Note Receivable (Details) - USD ($) $ in Millions | 1 Months Ended | |
Jan. 31, 2021 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Potential merger consideration | $ 500 | |
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 | |
Interest rate | 2% | |
Term of receivable | 60 months |
Significant Balance Sheet Com_6
Significant Balance Sheet Components - Investments in Non-Marketable Equity Securities (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |||||
Equity method investment cost | $ 2,500 | ||||
Equity method investment | $ 5,400 | $ 2,500 | |||
Gain on investment in equity securities | $ 2,900 | $ 2,884 | $ 0 | $ 0 | |
Investment shares (in shares) | 103,611 |
Significant Balance Sheet Com_7
Significant Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Supplemental Balance Sheet Information [Abstract] | ||
Accrued expenses | $ 3,051 | $ 5,798 |
Accrued interest | 73 | 3,397 |
Accrued professional fees | 2,615 | 3,085 |
Accrued connectivity fees | 3,143 | 4,753 |
Accrued litigation contingencies | 700 | 0 |
Operating lease liabilities, current portion | 4,089 | 3,856 |
Payable to Title365 noncontrolling interest holder under transition services agreement | 0 | 5,549 |
Other accrued expenses | 1,788 | 1,224 |
Total other current liabilities | $ 15,459 | $ 27,662 |
Operating lease, liability, current, statement of financial position [Extensible Enumeration] | Total other current liabilities | Total other current liabilities |
Significant Balance Sheet Com_8
Significant Balance Sheet Components - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Supplemental Balance Sheet Information [Abstract] | ||
Deferred tax liabilities | $ 0 | $ 2,864 |
Early exercise liability | 2,002 | 6,998 |
Payroll tax liabilities | 1,354 | 1,457 |
Other liabilities | 2,122 | 2,096 |
Total other long-term liabilities | $ 5,478 | $ 13,415 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Restricted cash related to lease obligations | $ 5 | $ 5 | |
Operating lease costs | 7.4 | 6.3 | $ 5.6 |
Variable lease costs | 1.9 | 1.7 | 2 |
Short-term lease, cost | $ 0.7 | $ 0.2 | 0.2 |
Sublease income | 0.7 | ||
Weighted average remaining operating lease term | 3 years 9 months 18 days | 4 years 3 months 18 days | |
Weighted average discount rate | 7.90% | 7.30% | |
Cash paid | $ 5 | $ 4.5 | $ 3.6 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 5,074 |
2024 | 4,980 |
2025 | 4,122 |
2026 | 1,260 |
2027 | 1,094 |
Thereafter | 1,259 |
Total lease payments | 17,789 |
Less: imputed interest | (2,608) |
Total operating lease liabilities | $ 15,181 |
Commitment and Contingencies -
Commitment and Contingencies - Purchase Commitments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 6,225 |
2024 | 4,776 |
2025 | 3,483 |
2026 | 208 |
Total | $ 14,692 |
Commitment and Contingencies _2
Commitment and Contingencies - Narrative (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Accrued litigation contingencies | $ 700,000 | $ 0 |
Other Current Liabilities | ||
Loss Contingencies [Line Items] | ||
Accrued litigation contingencies | $ 700,000 | $ 0 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | |
Title365 | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 49,500 | ||
Interest rate | 5% | ||
EBITDA ratio | 4.4 | ||
EBITDA period | 12 months | ||
Title365 | |||
Business Acquisition [Line Items] | |||
Interest acquired | 90.10% | ||
Total purchase consideration | $ 417,703 | ||
Cash consideration | $ 416,848 | ||
Net income from acquiree | $ 98,900 | $ 113,300 | |
Income (loss) from acquiree | $ 7,800 | $ (440,800) |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 0 | $ 287,228 | |
Title365 | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 16,500 | ||
Trade and other receivables | 13,848 | ||
Prepaid expenses and other current assets | 7,906 | ||
Property and equipment, net | 1,048 | ||
Operating lease right-of-use assets | 3,520 | ||
Intangible assets | 181,000 | ||
Restricted cash, non-current | 335 | ||
Accounts payable | (1,165) | ||
Accrued compensation | (3,492) | ||
Other current liabilities | (10,911) | ||
Operating lease liabilities, non-current | (1,963) | ||
Other long-term liabilities | (42,403) | ||
Net identifiable assets | 164,223 | ||
Redeemable noncontrolling interest | (33,748) | ||
Goodwill | 287,228 | ||
Total purchase consideration | $ 417,703 |
Business Combinations - Fair Va
Business Combinations - Fair Value of Consideration Transferred (Details) - Title365 $ in Thousands | Jun. 30, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash consideration | $ 416,848 |
Fair value of replacement share-based payment awards | 855 |
Total purchase consideration | $ 417,703 |
Business Combinations - Acquire
Business Combinations - Acquired Intangible Assets (Details) - Title365 $ in Thousands | Jun. 30, 2021 USD ($) |
Business Acquisition [Line Items] | |
Total intangible assets | $ 181,000 |
Licenses | |
Business Acquisition [Line Items] | |
Indefinite-lived asset acquired | 2,000 |
Acquired customer relationships | |
Business Acquisition [Line Items] | |
Finite-lived asset acquired | $ 179,000 |
Finite-lived asset acquired, weighted average remaining useful live | 11 years |
Business Combinations - Pro For
Business Combinations - Pro Forma (Details) - Title365 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenues | $ 363,637 | $ 293,901 |
Net loss | (180,904) | (39,177) |
Net income attributable to redeemable noncontrolling interest | 3,276 | 1,591 |
Net loss attributable to Blend Labs, Inc. | $ (184,180) | $ (40,768) |
Debt Financing - Debt (Details)
Debt Financing - Debt (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Debt Instrument [Line Items] | |||
Total debt | $ 216,801,000 | $ 213,843,000 | |
Term Loan | Line of Credit | |||
Debt Instrument [Line Items] | |||
Term Loan - principal | 225,000,000 | 225,000,000 | $ 225,000,000 |
Term Loan - exit fee | 4,500,000 | 4,500,000 | |
Less: unamortized debt discounts and issuance costs | (12,699,000) | (15,657,000) | |
Total debt | $ 216,801,000 | $ 213,843,000 |
Debt Financing - Narrative (Det
Debt Financing - Narrative (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 02, 2021 | |
Debt Instrument [Line Items] | ||||
Fair value of debt | $ 221,100,000 | |||
Series G Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Number shares warrants can purchase (in shares) | 598,431 | 598,431 | ||
Exercise price of warrants (in dollars per share) | $ 13.827822 | $ 13.827822 | ||
Expiration period | 10 years | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Exit fee percentage | 2% | |||
Line of Credit | Term SOFR | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 7.50% | |||
Floor rate | 1% | |||
Line of Credit | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 6.50% | |||
Floor rate | 2% | |||
Unused commitment fee percentage | 0.50% | |||
Line of Credit | Federal Funds Effective Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 0.50% | |||
Line of Credit | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 225,000,000 | $ 225,000,000 | $ 225,000,000 | |
Debt issuance costs | 5,700,000 | |||
Debt discount | 6,800,000 | |||
Fee amount | $ 4,500,000 | |||
Effective percentage | 13.43% | 10.20% | ||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 25,000,000 | |||
Debt issuance costs | $ 500,000 | |||
Line of Credit | Revolving Credit Facility | Letter Of Credit Sublimit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 10,000,000 | |||
Line of Credit | Revolving Credit Facility | Swingline Sub-Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 5,000,000 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Class of Stock [Line Items] | |||
Shares issued during period | $ 366,684,000 | $ 76,247,000 | |
Incremental compensation cost | $ 1,200,000 | ||
Series G Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares issued during period (in shares) | shares | 22,418,562 | ||
Redemption price (in dollars per share) | $ / shares | $ 13.827822 | ||
Shares issued during period | $ 309,700,000 | ||
Conversion ratio | 1 | ||
Series G Preferred Stock | Secondary Sale | |||
Class of Stock [Line Items] | |||
Number of shares sold (in shares) | shares | 334,341 | ||
Share price (in dollars per share) | $ / shares | $ 13.827822 | ||
Proceeds from sale of equity | $ 0 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 02, 2021 | Jun. 30, 2021 | |
Class of Warrant or Right [Line Items] | ||||||
Proceeds from warrants exercised | $ 0 | $ 10,172 | $ 0 | |||
Series D And D-1 Preferred Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Proceeds from warrants exercised | $ 8,000 | |||||
Series D Preferred Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants exercised during period (in shares) | 421,039 | |||||
Series D-1 Preferred Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants exercised during period (in shares) | 1,654,276 | |||||
Series G Preferred Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ 13.827822 | $ 13.827822 | ||||
Number shares warrants can purchase (in shares) | 598,431 | 598,431 | ||||
Expiration period | 10 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Plan (Details) - 2012 Stock Plan | 12 Months Ended |
Dec. 31, 2022 | |
Outstanding stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of common stock value at grant date | 100% |
Vesting period | 4 years |
Incentive Stock Options | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of common stock value at grant date | 110% |
Stockholder percentage | 10% |
Stock-Based Compensation - 2021
Stock-Based Compensation - 2021 Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 01, 2022 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting of early exercised stock options | $ 4,060 | $ 5,023 | $ 210 | ||
Expected dividend yield | 0% | ||||
Unrecognized compensation expense | $ 32,200 | ||||
Outstanding stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense, period of recognition | 2 years 7 months 6 days | ||||
2012 Stock Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 36,101,718 | ||||
2012 Stock Plan | Outstanding stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 23,000,000 | ||||
Additional shares authorized (in shares) | 34,500,000 | ||||
Additional shares authorized as a percentage of outstanding common stock (in shares) | 5% | ||||
Weighted average grant-date fair value of options granted (in dollars per share) | $ 1.69 | $ 6.33 | $ 1.86 | ||
Number of options unvested (in shares) | 10,717,000 | 22,403,000 | |||
Weighted average grant-date fair value of options unvested (in dollars per share) | $ 3.61 | $ 3.90 | |||
Vesting of early exercised stock options | $ 31,600 | $ 17,500 | $ 7,700 | ||
Aggregate intrinsic value of options exercised | $ 1,811 | $ 71,600 | $ 39,100 | ||
2021 Equity Incentive Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
2021 Equity Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
2021 Equity Incentive Plan | Outstanding stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend yield | 0% | 0% | 0% |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Details) - 2021 Equity Incentive Plan - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of options | |||
Beginning balance (in shares) | 31,675 | ||
Granted (in shares) | 2,167 | ||
Exercised (in shares) | (2,879) | ||
Cancelled and forfeited (in shares) | (5,626) | ||
Ending balance (in shares) | 25,337 | 31,675 | |
Vested and exercisable (in shares) | 15,324 | ||
Weighted average exercise price | |||
Beginning balance (in dollars per share) | $ 5.81 | ||
Granted (in dollars per share) | 3.28 | ||
Exercised (in dollars per share) | 1.12 | ||
Cancelled and forfeited (in dollars per share) | 9.94 | ||
Ending balance (in dollars per share) | 5.18 | $ 5.81 | |
Vested and exercisable (in dollars per share) | $ 4.40 | ||
Weighted average remaining contractual life (in years) | 7 years 1 month 20 days | 8 years 3 days | |
Weighted average remaining contractual life, vested and exercisable (in years) | 6 years 7 months 13 days | ||
Aggregate intrinsic value | $ 3,076 | $ 108,826 | |
Aggregate intrinsic value of options exercised | 1,811 | $ 71,600 | $ 39,100 |
Aggregate intrinsic value, vested and exercisable | $ 3,064 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0% | |||
2021 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested and exercisable (in dollars per share) | $ 4.40 | |||
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% | |||
Risk-free interest rate | 1.71% | |||
Expected dividend yield | 0% | |||
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% | |||
Risk-free interest rate | 1.71% | |||
Expected dividend yield | 0% | |||
Stock Options | 2021 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 6 years 4 months 2 days | 5 years 11 months 4 days | 5 years 10 months 24 days | |
Expected volatility | 51.50% | 32.85% | 35.14% | |
Risk-free interest rate | 3.52% | 1.04% | 0.58% | |
Expected dividend yield | 0% | 0% | 0% |
Stock-Based Compensation - Earl
Stock-Based Compensation - Early Exercise of Common Stock Options (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Share-Based Payment Arrangement [Abstract] | ||
Shares subject to repurchase obligation (in shares) | 527,868 | 1,819,558 |
Fair value of shares subject to repurchase obligation | $ 2 | $ 7 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) - Unvested restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of RSUs | ||
Beginning balance (in shares) | 2,589 | |
Granted period (in shares) | 19,633 | |
Vested (in shares) | (7,901) | |
Cancelled and forfeited (in shares) | (1,929) | |
Ending balance (in shares) | 12,392 | 2,589 |
Weighted average grant date fair value per share | ||
Beginning balance (in dollars per share) | $ 8.91 | |
Granted (in dollars per share) | 4.37 | |
Vested (in dollars per share) | 7.22 | |
Cancelled and forfeited (in dollars per share) | 7.33 | |
Ending balance (in dollars per share) | $ 3.02 | $ 8.91 |
Unrecognized compensation expense | $ 28 | |
Unrecognized compensation expense, period of recognition | 1 year 2 months 12 days | |
Vesting period | 1 year | |
Fair value vested | $ 57.1 | $ 1.5 |
Stock-Based Compensation - Non-
Stock-Based Compensation - Non-Plan Founder and Blend Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation expense | $ 109,702 | $ 70,844 | $ 10,124 | ||
Unrecognized compensation expense | $ 32,200 | ||||
Non-employee | Class B Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 26,057,181 | ||||
Granted (in dollars per share) | $ 8.58 | ||||
Non-employee | Class B Common Stock | 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] | |||||
Unrecognized compensation expense, period of recognition | 2 years 7 months 6 days | ||||
Stock Options | Non-employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 26,300 | ||||
Unrecognized compensation expense, period of recognition | 3 years 2 months 12 days | ||||
Stock Options | Non-employee | Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation expense | $ 19,600 | $ 38,800 | |||
Stock Options | Non-employee | Class B Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 15 years | ||||
Performance period | 15 months |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expense | $ 109,702 | $ 70,844 | $ 10,124 |
Secondary Market | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expense | 791 | 3,456 | |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expense | 2,069 | 753 | 79 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expense | 47,280 | 13,184 | 4,250 |
Research and development | Secondary Market | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expense | 325 | 1,524 | |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expense | 11,725 | 7,167 | 3,675 |
Sales and marketing | Secondary Market | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expense | 300 | 1,607 | |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expense | $ 48,628 | 49,740 | 2,120 |
General and administrative | Secondary Market | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expense | $ 166 | $ 325 |
Stock-Based Compensation - Tend
Stock-Based Compensation - Tender Offer/Employee Note (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 17, 2021 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Nov. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation expense | $ 109,702,000 | $ 70,844,000 | $ 10,124,000 | ||||
Contra-equity account | $ 2,700,000 | ||||||
Employee Note | Limited Recourse Debt | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Face amount | $ 2,700,000 | ||||||
Number of shares available for issuance (in shares) | 0 | 4,000,000 | |||||
Interest rate | 3.04% | ||||||
Debt repaid | $ 2,900,000 | ||||||
Tender Offer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares sold (in shares) | 442,469 | ||||||
Stock based compensation expense | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2022 USD ($) position | Aug. 31, 2022 USD ($) position | Apr. 30, 2022 USD ($) position | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring | $ 15,275 | $ 0 | $ 0 | |||
Workforce Reduction Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated | position | 100 | 140 | 200 | |||
Number of positions eliminated, period percent | 6% | 10% | 10% | |||
Restructuring | $ 2,960 | $ 5,935 | $ 6,380 | 15,300 | ||
Accrued severance cost | $ 1,600 |
Restructuring - Schedule of Rec
Restructuring - Schedule of Reconciliation of the Restructuring Liability Balances (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2022 | Aug. 31, 2022 | Apr. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring | $ 15,275 | $ 0 | $ 0 | |||
Workforce Reduction Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring liability, beginning balance | 0 | |||||
Restructuring | $ 2,960 | $ 5,935 | $ 6,380 | 15,300 | ||
Settlements | (13,661) | |||||
Restructuring liability, ending balance | $ 1,614 | $ 0 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 355 | 425 | 26 |
Foreign | 268 | 0 | 0 |
Total current | 623 | 425 | 26 |
Deferred: | |||
Federal | (1,831) | (34,462) | 0 |
State | (1,033) | (4,849) | 0 |
Foreign | 0 | 0 | 0 |
Total deferred | (2,864) | (39,311) | 0 |
Income tax benefit (expense) | $ (2,241) | $ (38,886) | $ 26 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit at federal statutory rate | $ (151,504) | $ (43,747) | $ (15,664) |
State taxes, net of federal benefit | (677) | (4,431) | 21 |
Research and other credits | (3,798) | (2,305) | (1,245) |
Valuation allowance release related to Title365 PPA | 0 | (34,462) | 0 |
Change in valuation allowance | 98,510 | 38,188 | 16,431 |
Section 162(m) adjustment | 4,230 | 10,241 | 0 |
Non-deductible transaction costs | 0 | 1,252 | 0 |
Stock-based compensation | (64) | (2,828) | 572 |
Goodwill Impairment | 60,318 | 0 | 0 |
Noncontrolling interest | (9,226) | 125 | 0 |
Other | (30) | (919) | (89) |
Income tax benefit (expense) | $ (2,241) | $ (38,886) | $ 26 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Asset and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 130,808 | $ 102,240 |
Lease liabilities | 3,600 | 4,721 |
Research and other credits | 17,564 | 12,627 |
Accruals and reserves | 334 | 1,098 |
Interest expense limitation | 7,194 | 2,174 |
Stock-based compensation | 16,777 | 1,980 |
Fixed assets | 1,047 | 1,014 |
Capitalized research and development costs | 31,542 | 0 |
Other deferred tax assets | 1,177 | 357 |
Gross deferred tax assets | 210,043 | 126,211 |
Less: valuation allowance | (204,371) | (77,843) |
Total deferred tax assets | 5,672 | 48,368 |
Deferred tax liabilities: | ||
Right-of-use assets | (2,718) | (3,776) |
Deferred contract costs | (1,340) | (2,194) |
ASC 606 adjustments | (291) | (667) |
Other deferred tax liabilities | (60) | (462) |
Amortization | (759) | (752) |
Acquired intangible assets | (504) | (43,381) |
Gross deferred tax liabilities | (5,672) | (51,232) |
Total net deferred liabilities | $ 0 | $ (2,864) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Increase (decrease) in valuation allowance | $ 126,600 | $ (39,300) | ||
Deferred tax assets, valuation allowance | 204,371 | 77,843 | ||
Unrecognized tax benefits | 8,228 | 5,948 | $ 4,155 | $ 3,167 |
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 479,700 | |||
Federal | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward | 16,300 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 546,100 | |||
State | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward | $ 11,100 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $ 5,948 | $ 4,155 | $ 3,167 |
Gross increases—tax positions in current periods | 2,300 | 1,793 | 1,188 |
Gross decreases—tax positions in prior periods | (20) | 0 | (200) |
Ending balance | $ 8,228 | $ 5,948 | $ 4,155 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of EPS (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) class $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Earnings Per Share [Abstract] | |||
Number of classes of stock | class | 3 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Net loss attributable to Blend Labs, Inc. | $ (720,172) | $ (169,913) | $ (74,617) |
Accretion of redeemable noncontrolling interest to redemption value | (48,438) | (1,430) | 0 |
Net loss attributable to Blend Labs, Inc. common stockholders | (768,610) | (171,343) | (74,617) |
Net loss attributable to Blend Labs, Inc. common stockholders | $ (768,610) | $ (171,343) | $ (74,617) |
Denominator: | |||
Weighted average common stock outstanding, basic (in shares) | shares | 234,161 | 131,985 | 39,407 |
Weighted average common stock outstanding, diluted (in shares) | shares | 234,161 | 131,985 | 39,407 |
Net loss per share attributable to Blend Labs, Inc. common stockholders: | |||
Basic (in dollars per share) | $ / shares | $ (3.28) | $ (1.30) | $ (1.89) |
Diluted (in dollars per share) | $ / shares | $ (3.28) | $ (1.30) | $ (1.89) |
Class A Common Stock | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Net loss attributable to Blend Labs, Inc. | $ (681,657) | $ (151,901) | $ (50,131) |
Accretion of redeemable noncontrolling interest to redemption value | (45,848) | (1,323) | 0 |
Net loss attributable to Blend Labs, Inc. common stockholders | (727,505) | (153,224) | (50,131) |
Net loss attributable to Blend Labs, Inc. common stockholders | $ (727,505) | $ (153,224) | $ (50,131) |
Denominator: | |||
Weighted average common stock outstanding, basic (in shares) | shares | 221,638 | 117,994 | 26,475 |
Weighted average common stock outstanding, diluted (in shares) | shares | 221,638 | 117,994 | 26,475 |
Net loss per share attributable to Blend Labs, Inc. common stockholders: | |||
Basic (in dollars per share) | $ / shares | $ (3.28) | $ (1.30) | $ (1.89) |
Diluted (in dollars per share) | $ / shares | $ (3.28) | $ (1.30) | $ (1.89) |
Class B Common Stock | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Net loss attributable to Blend Labs, Inc. | $ (38,515) | $ (18,012) | $ (24,486) |
Accretion of redeemable noncontrolling interest to redemption value | (2,590) | (107) | 0 |
Net loss attributable to Blend Labs, Inc. common stockholders | (41,105) | (18,119) | (24,486) |
Net loss attributable to Blend Labs, Inc. common stockholders | $ (41,105) | $ (18,119) | $ (24,486) |
Denominator: | |||
Weighted average common stock outstanding, basic (in shares) | shares | 12,523 | 13,991 | 12,932 |
Weighted average common stock outstanding, diluted (in shares) | shares | 12,523 | 13,991 | 12,932 |
Net loss per share attributable to Blend Labs, Inc. common stockholders: | |||
Basic (in dollars per share) | $ / shares | $ (3.28) | $ (1.30) | $ (1.89) |
Diluted (in dollars per share) | $ / shares | $ (3.28) | $ (1.30) | $ (1.89) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (in shares) | 64,912 | 62,739 | 165,752 |
Outstanding stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (in shares) | 25,337 | 31,675 | 33,750 |
Early exercised options subject to repurchase | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (in shares) | 528 | 1,820 | 162 |
Options exercised via promissory note | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (in shares) | 0 | 0 | 4,000 |
Non-plan Co-Founder and Head of Blend options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (in shares) | 26,057 | 26,057 | 0 |
Unvested restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (in shares) | 12,392 | 2,589 | 0 |
Common stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (in shares) | 598 | 598 | 0 |
Convertible Preferred Stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (in shares) | 0 | 0 | 5,461 |
Founders Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (in shares) | 0 | 0 | 1,026 |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (in shares) | 0 | 0 | 121,353 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total revenue | $ 235,201 | $ 234,495 | $ 96,029 |
Gross profit | 89,651 | 115,989 | 61,740 |
Operating expenses: | |||
Research and development | 138,094 | 92,216 | 55,503 |
Sales and marketing | 85,248 | 84,077 | 51,420 |
General and administrative | 139,120 | 128,802 | 30,108 |
Amortization of acquired intangible assets | 8,411 | 8,136 | 0 |
Impairment of intangible assets and goodwill | 449,680 | 0 | 0 |
Restructuring | 15,275 | 0 | 0 |
Total operating expenses | 835,828 | 313,231 | 137,031 |
Loss from operations | (746,177) | (197,242) | (75,291) |
Interest expense | (24,790) | (11,279) | 0 |
Other income (expense), net | 4,916 | 493 | 700 |
Loss before income taxes | (766,051) | (208,028) | (74,591) |
Blend Platform | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 132,014 | 135,562 | 96,029 |
Gross profit | 70,090 | 85,645 | 61,740 |
Title365 | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 103,187 | 98,933 | 0 |
Gross profit | $ 19,561 | $ 30,344 | $ 0 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 17,410 | $ 20,868 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 16,126 | 19,184 |
India | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 1,284 | $ 1,684 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 12 Months Ended | |||||
Jan. 10, 2023 USD ($) position $ / shares shares | Jan. 09, 2023 USD ($) | Jan. 31, 2023 shares | Nov. 30, 2022 position | Aug. 31, 2022 position | Apr. 30, 2022 position | Dec. 31, 2022 | |
Restricted stock units | |||||||
Subsequent Event [Line Items] | |||||||
Vesting period | 1 year | ||||||
Subsequent Event | Head Of Finance And Administration | |||||||
Subsequent Event [Line Items] | |||||||
Salary expense | $ 400,000 | $ 1,458,333 | |||||
Cash bonus | 200,000 | ||||||
Signing bonus | $ 1,000,000 | ||||||
Subsequent Event | Head Of Finance And Administration | Restricted stock units | |||||||
Subsequent Event [Line Items] | |||||||
Shares granted (in shares) | shares | 2,000,000 | ||||||
Subsequent Event | Head Of Finance And Administration | Restricted stock units | Tranche One | |||||||
Subsequent Event [Line Items] | |||||||
Share-based payment , award vesting (in percent) | 25% | ||||||
Vesting period | 12 months | ||||||
Subsequent Event | Head Of Finance And Administration | Restricted stock units | Tranche Two | |||||||
Subsequent Event [Line Items] | |||||||
Share-based payment , award vesting (in percent) | 25% | ||||||
Vesting period | 12 months | ||||||
Subsequent Event | Head Of Finance And Administration | Restricted stock units | Tranche Three | |||||||
Subsequent Event [Line Items] | |||||||
Share-based payment , award vesting (in percent) | 25% | ||||||
Vesting period | 12 months | ||||||
Subsequent Event | Head Of Finance And Administration | Restricted stock units | Tranche Four | |||||||
Subsequent Event [Line Items] | |||||||
Share-based payment , award vesting (in percent) | 25% | ||||||
Vesting period | 12 months | ||||||
Subsequent Event | Head Of Finance And Administration | Unvested performance stock award | |||||||
Subsequent Event [Line Items] | |||||||
Shares granted (in shares) | shares | 1,000,000 | 800,000 | |||||
Fair value of common stock (in dollars per share) | $ / shares | $ 2 | ||||||
Workforce Reduction Plan | |||||||
Subsequent Event [Line Items] | |||||||
Number of positions eliminated | position | 100 | 140 | 200 | ||||
Number of positions eliminated, period percent | 6% | 10% | 10% | ||||
Workforce Reduction Plan | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of positions eliminated | position | 340 | ||||||
Number of positions eliminated, period percent | 28% |