NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1. Organization and Description of Business
Zillow Group, Inc. is reimagining real estate to make it easier to unlock life’s next chapter. As the most visited real estate website in the U.S., Zillow and its affiliates offer customers an on-demand experience for selling, buying, renting or financing with transparency and nearly seamless end-to-end service. Zillow Offers buys and sells homes directly in dozens of markets across the country, allowing sellers control over their timeline. Zillow Home Loans, our affiliate lender, provides our customers with an easy option to get pre-approved and secure financing for their next home purchase. Zillow recently launched Zillow Homes, Inc., a licensed brokerage entity, to streamline Zillow Offers transactions.
Other consumer brands include Trulia, StreetEasy, HotPads and Out East. In addition, Zillow Group provides a comprehensive suite of marketing software and technology solutions which include Mortech, dotloop, Bridge Interactive and New Home Feed. Zillow, Inc. was incorporated as a Washington corporation in December 2004, and we launched the initial version of our website, Zillow.com, in February 2006. Zillow Group, Inc. was incorporated as a Washington corporation in July 2014 in connection with our acquisition of Trulia, Inc. (“Trulia”). Upon the closing of the Trulia acquisition in February 2015, each of Zillow, Inc. and Trulia became wholly owned subsidiaries of Zillow Group.
Certain Significant Risks and Uncertainties
We operate in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, we believe that changes in any of the following areas could have a significant negative effect on us in terms of our future financial position, results of operations or cash flows: public health crises, like the COVID-19 pandemic; rates of revenue growth; our ability to manage advertising inventory or pricing; engagement and usage of our products; our investment of resources to pursue strategies that may not prove effective; competition in our market; the stability of the residential real estate market and the impact of interest rate changes; changes in technology, products, markets or services by us or our competitors; addition or loss of significant customers; our ability to maintain or establish relationships with listings and data providers; our ability to obtain or maintain licenses and permits to support our current and future businesses; actual or anticipated changes to our products and services; changes in government regulation affecting our business; outcomes of legal proceedings; natural disasters and catastrophic events; scaling and adaptation of existing technology and network infrastructure; management of our growth; our ability to attract and retain qualified employees and key personnel; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments; protection of customers’ information and other privacy concerns; protection of our brand and intellectual property; and intellectual property infringement and other claims, among other things.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements include Zillow Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in Zillow Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 19, 2020. The condensed consolidated balance sheet as of December 31, 2019, included herein, was derived from the audited financial statements of Zillow Group, Inc. as of that date.
The unaudited condensed consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of September 30, 2020, our results of operations, comprehensive income (loss) and shareholders’ equity for the three and nine month periods ended September 30, 2020 and 2019, and our cash flows for the nine month periods ended September 30, 2020 and 2019. The results of the three and nine month periods ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any interim period or for any other future year.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. On an ongoing basis, we evaluate our estimates, including those related to the net realizable value of inventory, amortization period and recoverability of contract cost assets, website and software development costs, recoverability of long-lived assets and intangible assets with definite lives, share-based compensation, income taxes, business combinations and the recoverability of goodwill, among others. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The COVID-19 pandemic has introduced significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact the estimates previously listed, among others.
Recently Issued Accounting Standards Not Yet Adopted
In August 2020, the Financial Accounting Standards Board (“FASB”) issued guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective or modified retrospective basis. Although we continue to evaluate the timing and method of adoption and impact of this guidance on our financial position, results of operations and cash flows, upon adoption we expect this guidance to result in a reclassification of conversion feature balances from additional paid-in capital to debt and to decrease reported interest expense for our convertible senior notes.
In March 2020, the FASB issued guidance which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. This guidance is effective from March 12, 2020 through December 31, 2022. Entities may elect to adopt the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. We expect to apply some of the expedients and exceptions provided in this guidance to our credit facilities, warehouse line of credit and master repurchase agreements, all of which reference LIBOR in the applicable interest rate. While the goal of the reference rate reform transition is for it to be economically neutral to entities, we have not yet determined the impact the adoption of this guidance will have on our financial position, results of operations or cash flows.
In December 2019, the FASB issued guidance which is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles and clarifies and amends existing guidance to improve consistent application. This guidance is effective for interim and annual periods beginning after December 15, 2020, and early adoption is permitted. We expect to adopt this guidance on January 1, 2021 and do not expect the adoption of this guidance to have a material impact on our financial position, results of operations or cash flows. The method of adoption for this guidance varies based on the amendment, but we expect the relevant amendments will be applied on a prospective basis.
Note 3. Fair Value Measurements
Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:
•Level 1 — Quoted prices in active markets for identical assets or liabilities.
•Level 2 — Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities.
•Level 3 — Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require.
We applied the following methods and assumptions in estimating our fair value measurements:
Cash equivalents — The fair value measurement of money market funds is based on quoted market prices in active markets. The fair value measurement of treasury bills, U.S. government agency securities and certificates of deposit is based on observable market-based inputs or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Short-term investments — The fair value measurement of our short-term investments is based on observable market-based inputs or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Restricted cash — Restricted cash consists of cash received from the resale of homes through Zillow Offers which may be used to repay amounts borrowed on our credit facilities (see Note 11), amounts held in escrow related to funding home purchases in our mortgage origination business and amounts held in escrow related to our Zillow Closing Services business. The carrying value of restricted cash approximates fair value due to the short period of time amounts borrowed on the credit facilities are outstanding and amounts are held in escrow.
Mortgage loans held for sale — The fair value of mortgage loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics.
Interest rate lock commitments — The fair value of interest rate lock commitments (“IRLCs”) is calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Expired commitments are excluded from the fair value measurement. We generally only issue IRLCs for products that meet specific purchaser guidelines. Since not all IRLCs will become closed loans, we adjust our fair value measurements for the estimated amount of IRLCs that will not close. This adjustment is effected through the pull-through rate, which represents the probability that an interest rate lock commitment will ultimately result in a closed loan.
The pull-through rate is based on estimated changes in market conditions, loan stage and historical borrower behavior. Pull-through rates are directly related to the fair value of IRLCs as an increase in the pull-through rate, in isolation, would result in an increase in the fair value measurement. Conversely, a decrease in the pull-through rate, in isolation, would result in a decrease in the fair value measurement. Changes in the fair value of IRLCs are included within Mortgages revenue in our condensed consolidated statements of operations.
The following table presents the range and weighted average pull-through rates used in determining the fair value of IRLCs as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
Range
|
41% - 100%
|
|
56% - 100%
|
Weighted average
|
67%
|
|
78%
|
Forward contracts — The fair value of mandatory loan sales commitments and derivative instruments such as forward sales of mortgage-backed securities that are utilized as economic hedging instruments are calculated by reference to quoted prices for similar assets.
The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Cash equivalents:
|
|
|
|
|
|
|
|
Money market funds
|
$
|
1,747,818
|
|
|
$
|
1,747,818
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Treasury bills
|
5,000
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
U.S. government agency securities
|
1,162
|
|
|
|
|
1,162
|
|
|
—
|
|
Certificates of deposit
|
249
|
|
|
—
|
|
|
249
|
|
|
—
|
|
Short-term investments:
|
|
|
|
|
|
|
|
Treasury bills
|
1,360,084
|
|
|
—
|
|
|
1,360,084
|
|
|
—
|
|
U.S. government agency securities
|
499,991
|
|
|
—
|
|
|
499,991
|
|
|
—
|
|
Corporate notes and bonds
|
15,635
|
|
|
—
|
|
|
15,635
|
|
|
—
|
|
Municipal securities
|
8,679
|
|
|
—
|
|
|
8,679
|
|
|
—
|
|
Certificates of deposit
|
996
|
|
|
—
|
|
|
996
|
|
|
—
|
|
Mortgage origination-related:
|
|
|
|
|
|
|
|
Mortgage loans held for sale
|
125,324
|
|
|
—
|
|
|
125,324
|
|
|
—
|
|
IRLCs
|
9,420
|
|
|
—
|
|
|
—
|
|
|
9,420
|
|
Forward contracts - other current assets
|
110
|
|
|
—
|
|
|
110
|
|
|
—
|
|
Forward contracts - other current liabilities
|
(671)
|
|
|
—
|
|
|
(671)
|
|
|
—
|
|
Total
|
$
|
3,773,797
|
|
|
$
|
1,747,818
|
|
|
$
|
2,016,559
|
|
|
$
|
9,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Total
|
|
Level 1
|
|
Level 2
|
Cash equivalents:
|
|
|
|
|
|
Money market funds
|
$
|
872,431
|
|
|
$
|
872,431
|
|
|
$
|
—
|
|
U.S. government agency securities
|
35,009
|
|
|
—
|
|
|
35,009
|
|
Commercial paper
|
31,113
|
|
|
—
|
|
|
31,113
|
|
Treasury bills
|
6,441
|
|
|
—
|
|
|
6,441
|
|
Corporate notes and bonds
|
1,065
|
|
|
—
|
|
|
1,065
|
|
Certificates of deposit
|
249
|
|
|
—
|
|
|
249
|
|
Short-term investments:
|
|
|
|
|
|
U.S. government agency securities
|
862,154
|
|
|
—
|
|
|
862,154
|
|
Corporate notes and bonds
|
159,431
|
|
|
—
|
|
|
159,431
|
|
Commercial paper
|
150,267
|
|
|
—
|
|
|
150,267
|
|
Treasury bills
|
80,003
|
|
|
—
|
|
|
80,003
|
|
Municipal securities
|
27,889
|
|
|
—
|
|
|
27,889
|
|
Certificates of deposit
|
1,245
|
|
|
—
|
|
|
1,245
|
|
Mortgage origination-related:
|
|
|
|
|
|
Mortgage loans held for sale
|
36,507
|
|
|
—
|
|
|
36,507
|
|
IRLCs
|
937
|
|
|
—
|
|
|
937
|
|
Forward contracts - other current assets
|
7
|
|
|
—
|
|
|
7
|
|
Forward contracts - other current liabilities
|
(60)
|
|
|
—
|
|
|
(60)
|
|
Total
|
$
|
2,264,688
|
|
|
$
|
872,431
|
|
|
$
|
1,392,257
|
|
The following table presents the changes in our IRLCs during the three and nine month periods ended September 30, 2020 (in thousands, unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2020
|
|
Nine Months Ended
September 30, 2020
|
Balance, beginning of the period
|
$
|
5,091
|
|
|
$
|
937
|
|
Issuances
|
19,232
|
|
|
34,739
|
|
Transfers
|
(18,725)
|
|
|
(31,867)
|
|
Fair value changes recognized in earnings
|
3,822
|
|
|
5,611
|
|
Balance, end of period
|
$
|
9,420
|
|
|
$
|
9,420
|
|
(1) Beginning balance represents transfers of IRLCs from Level 2 to Level 3 within the fair value hierarchy as of January 1, 2020.
|
At September 30, 2020, the notional amounts of the hedging instruments related to our mortgage loans held for sale were $256.6 million and $329.9 million for our IRLCs and forward contracts, respectively. At December 31, 2019, the notional amounts of the hedging instruments related to our mortgage loans held for sale were $34.3 million and $64.7 million for our IRLCs and forward contracts, respectively. We do not have the right to offset our forward contract derivative positions.
See Note 11 for the carrying amount and estimated fair value of our convertible senior notes.
Note 4. Cash and Cash Equivalents, Short-term Investments and Restricted Cash
The following tables present the amortized cost, gross unrealized gains and losses and estimated fair market value of our cash and cash equivalents, available-for-sale investments and restricted cash as of the dates presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Market
Value
|
Cash
|
$
|
150,556
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150,556
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
Money market funds
|
1,747,818
|
|
|
—
|
|
|
—
|
|
|
1,747,818
|
|
Treasury bills
|
5,000
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
U.S. government agency securities
|
1,162
|
|
|
—
|
|
|
—
|
|
|
1,162
|
|
Certificates of deposit
|
249
|
|
|
—
|
|
|
—
|
|
|
249
|
|
Short-term investments:
|
|
|
|
|
|
|
|
Treasury bills
|
1,360,011
|
|
|
76
|
|
|
(3)
|
|
|
1,360,084
|
|
U.S. government agency securities
|
499,494
|
|
|
514
|
|
|
(17)
|
|
|
499,991
|
|
Corporate notes and bonds
|
15,611
|
|
|
24
|
|
|
—
|
|
|
15,635
|
|
Municipal securities
|
8,676
|
|
|
3
|
|
|
—
|
|
|
8,679
|
|
Certificates of deposit
|
996
|
|
|
—
|
|
|
—
|
|
|
996
|
|
Restricted cash
|
44,103
|
|
|
—
|
|
|
—
|
|
|
44,103
|
|
Total
|
$
|
3,833,676
|
|
|
$
|
617
|
|
|
$
|
(20)
|
|
|
$
|
3,834,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Market
Value
|
Cash
|
$
|
194,955
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
194,955
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
Money market funds
|
872,431
|
|
|
—
|
|
|
—
|
|
|
872,431
|
|
U.S. government agency securities
|
35,011
|
|
|
—
|
|
|
(2)
|
|
|
35,009
|
|
Commercial paper
|
31,113
|
|
|
—
|
|
|
—
|
|
|
31,113
|
|
Treasury bills
|
6,441
|
|
|
—
|
|
|
—
|
|
|
6,441
|
|
Corporate notes and bonds
|
1,065
|
|
|
—
|
|
|
—
|
|
|
1,065
|
|
Certificates of deposit
|
249
|
|
|
—
|
|
|
—
|
|
|
249
|
|
Short-term investments:
|
|
|
|
|
|
|
|
U.S. government agency securities
|
861,862
|
|
|
365
|
|
|
(73)
|
|
|
862,154
|
|
Corporate notes and bonds
|
159,382
|
|
|
91
|
|
|
(42)
|
|
|
159,431
|
|
Commercial paper
|
150,267
|
|
|
—
|
|
|
—
|
|
|
150,267
|
|
Treasury bills
|
79,989
|
|
|
14
|
|
|
—
|
|
|
80,003
|
|
Municipal securities
|
27,836
|
|
|
56
|
|
|
(3)
|
|
|
27,889
|
|
Certificates of deposit
|
1,245
|
|
|
—
|
|
|
—
|
|
|
1,245
|
|
Restricted cash
|
89,646
|
|
|
—
|
|
|
—
|
|
|
89,646
|
|
Total
|
$
|
2,511,492
|
|
|
$
|
526
|
|
|
$
|
(120)
|
|
|
$
|
2,511,898
|
|
All available-for-sale investments as of September 30, 2020 have a contractual maturity date of one year or less.
Note 5. Inventory
The following table presents the components of inventory, net of applicable lower of cost or net realizable value adjustments, as of the dates presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
Work-in-process
|
$
|
73,176
|
|
|
$
|
152,171
|
|
Finished goods
|
120,107
|
|
|
684,456
|
|
Inventory
|
$
|
193,283
|
|
|
$
|
836,627
|
|
Note 6. Contract Balances
Accounts receivable represent our unconditional right to consideration. Accounts receivable are generally due within 30 days and are recorded net of the allowance for doubtful accounts.
Contract assets represent amounts for which we have recognized revenue for contracts that have not yet been invoiced to our customers. Contract assets are primarily related to our Premier Agent Flex and rentals pay per lease offerings, whereby we estimate variable consideration based on the expected number of real estate transactions to be closed for Premier Agent Flex and qualified leases to be secured for rentals pay per lease and recognize revenue when we satisfy our performance obligations under the corresponding contracts. We do not believe that a significant reversal in the amount of cumulative revenue recognized will occur once the uncertainty related to the number of real estate transactions to be closed and qualified leases to be secured is subsequently resolved. Total contract assets were $13.6 million as of September 30, 2020. We had an immaterial amount recorded as of December 31, 2019. Contract assets are recorded within Prepaids and other current assets in our condensed consolidated balance sheets.
Contract liabilities consist of deferred revenue, which relates to payments received in advance of performance under the contract, primarily related to our Premier Agent market-based pricing offering. Such amounts are generally recognized as revenue over the related contractual period. For the three months ended September 30, 2020 and 2019, we recognized revenue of $43.2 million and $34.2 million, respectively, that was included in the deferred revenue balance at the beginning of the related period. For the nine months ended September 30, 2020 and 2019, we recognized revenue of $37.0 million and $31.5 million, respectively, that was included in the deferred revenue balance at the beginning of the related period.
Note 7. Contract Cost Assets
During the three and nine month periods ended September 30, 2020 and 2019, we did not incur any impairment losses to our contract cost assets. We recorded amortization expense related to contract cost assets of $9.5 million and $8.8 million during the three months ended September 30, 2020 and 2019, respectively, and $26.6 million and $26.7 million during the nine months ended September 30, 2020 and 2019, respectively.
Note 8. Property and Equipment, net
The following table presents the detail of property and equipment as of the dates presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
Website development costs
|
$
|
165,950
|
|
|
$
|
149,648
|
|
Leasehold improvements
|
120,259
|
|
|
81,981
|
|
Office equipment, furniture and fixtures
|
43,311
|
|
|
36,582
|
|
Construction-in-progress
|
39,730
|
|
|
45,337
|
|
Computer equipment
|
30,560
|
|
|
31,942
|
|
Property and equipment
|
399,810
|
|
|
345,490
|
|
Less: accumulated amortization and depreciation
|
(201,567)
|
|
|
(175,001)
|
|
Property and equipment, net
|
$
|
198,243
|
|
|
$
|
170,489
|
|
We recorded depreciation expense related to property and equipment (other than website development costs) of $7.3 million and $6.1 million during the three months ended September 30, 2020 and 2019, respectively, and $26.2 million and $18.5 million during the nine months ended September 30, 2020 and 2019, respectively.
We capitalized $15.0 million and $10.8 million in website development costs during the three months ended September 30, 2020 and 2019, respectively, and $42.9 million and $31.1 million during the nine months ended September 30, 2020 and 2019, respectively. Amortization expense for website development costs included in technology and development expenses was $6.2 million and $4.8 million during the three months ended September 30, 2020 and 2019, respectively, and $17.6 million and $11.8 million during the nine months ended September 30, 2020 and 2019, respectively.
Note 9. Equity Investment
In October 2016, we purchased a 10% equity interest in a privately held variable interest entity within the real estate industry for $10.0 million. In March 2020, we recognized a non-cash impairment charge of $5.3 million related to this investment. The impairment charge is included in Impairment costs within our IMT segment for the nine months ended September 30, 2020. In June 2020, we sold our 10% equity interest for $10.0 million in cash. We recorded a gain on the sale of the investment of $5.3 million during the nine months ended September 30, 2020, which is classified in Other income within our IMT segment in our condensed consolidated statements of operations.
Note 10. Intangible Assets, net
The following tables present the detail of intangible assets as of the dates presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
Trade names and trademarks
|
$
|
36,500
|
|
|
$
|
(2,548)
|
|
|
$
|
33,952
|
|
Software
|
45,820
|
|
|
(27,156)
|
|
|
18,664
|
|
Customer relationships
|
102,600
|
|
|
(85,173)
|
|
|
17,427
|
|
Developed technology
|
107,200
|
|
|
(90,319)
|
|
|
16,881
|
|
Intangibles-in-progress
|
9,574
|
|
|
—
|
|
|
9,574
|
|
Purchased content
|
52,440
|
|
|
(48,322)
|
|
|
4,118
|
|
Lender licenses
|
400
|
|
|
(367)
|
|
|
33
|
|
Total
|
$
|
354,534
|
|
|
$
|
(253,885)
|
|
|
$
|
100,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
Customer relationships
|
$
|
102,600
|
|
|
$
|
(73,770)
|
|
|
$
|
28,830
|
|
Developed technology
|
107,200
|
|
|
(81,383)
|
|
|
25,817
|
|
Software
|
35,527
|
|
|
(20,843)
|
|
|
14,684
|
|
Purchased content
|
47,298
|
|
|
(40,636)
|
|
|
6,662
|
|
Intangibles-in-progress
|
6,391
|
|
|
—
|
|
|
6,391
|
|
Lender licenses
|
400
|
|
|
(217)
|
|
|
183
|
|
Total
|
$
|
299,416
|
|
|
$
|
(216,849)
|
|
|
$
|
82,567
|
|
Amortization expense recorded for intangible assets for the three months ended September 30, 2020 and 2019 was $12.8 million and $11.1 million, respectively, and $37.7 million and $33.1 million for the nine months ended September 30, 2020 and 2019, respectively. These amounts are included in technology and development expenses.
During March 2020, we recognized a non-cash impairment charge of $71.5 million related to our Trulia trade names and trademarks intangible asset, which historically had not been subject to amortization. The impairment charge is included in Impairment costs within our IMT and Mortgages segments for the nine months ended September 30, 2020. In March 2020, we identified factors directly related to the COVID-19 pandemic that led us to conclude it was more likely than not that the $108.0 million carrying value of the asset exceeded its fair value. The most significant of such factors was a shortfall in projected revenue related to the Trulia brand compared to previous projections used to determine the carrying value of the intangible asset, primarily driven by a reduction in expected future marketing and advertising spend for Trulia. Accordingly, with the assistance of a third-party valuation specialist, we performed a quantitative analysis to determine the fair value of the intangible asset and concluded that our best estimate of its fair value was $36.5 million. The valuation was prepared using an income approach based on the relief-from-royalty method and relied on inputs with unobservable market prices including projected revenue, royalty rate, discount rate, and estimated tax rate, and therefore is considered a Level 3 measurement under the fair value hierarchy. In connection with this impairment analysis, we evaluated our expected future reduced marketing and advertising spend related to the Trulia trade names and trademarks intangible asset and concluded that this asset no longer has an indefinite life. In April 2020, we began amortizing the remaining $36.5 million carrying value on an accelerated basis commensurate with the projected cash flows expected to be generated by the intangible asset over a useful life of 10 years. The carrying value of the Trulia trade names and trademarks intangible asset was $34.0 million as of September 30, 2020 and $108.0 million as of December 31, 2019.
Note 11. Debt
The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
Homes Segment
|
|
|
|
|
Credit facilities:
|
|
|
|
|
Goldman Sachs Bank USA
|
|
$
|
22,460
|
|
|
$
|
39,244
|
|
Citibank, N.A.
|
|
28,512
|
|
|
296,369
|
|
Credit Suisse AG, Cayman Islands
|
|
63,331
|
|
|
355,911
|
|
Total Homes Segment debt
|
|
114,303
|
|
|
691,524
|
|
Mortgages Segment
|
|
|
|
|
Repurchase agreement:
|
|
|
|
|
Citibank, N.A.
|
|
58,859
|
|
|
394
|
|
Warehouse line of credit:
|
|
|
|
|
Comerica Bank
|
|
59,235
|
|
|
30,033
|
|
Total Mortgages Segment debt
|
|
118,094
|
|
|
30,427
|
|
Convertible Senior Notes
|
|
|
|
|
1.375% convertible senior notes due 2026
|
|
342,316
|
|
|
327,187
|
|
2.75% convertible senior notes due 2025
|
|
408,323
|
|
|
—
|
|
0.75% convertible senior notes due 2024
|
|
515,573
|
|
|
490,538
|
|
1.50% convertible senior notes due 2023
|
|
322,535
|
|
|
310,175
|
|
2.00% convertible senior notes due 2021
|
|
249,263
|
|
|
415,502
|
|
2.75% convertible senior notes due 2020
|
|
7,584
|
|
|
9,637
|
|
Total convertible senior notes
|
|
1,845,594
|
|
|
1,553,039
|
|
Total
|
|
$
|
2,077,991
|
|
|
$
|
2,274,990
|
|
Homes Segment
To provide capital for Zillow Offers, we utilize credit facilities that are classified as current liabilities in our condensed consolidated balance sheets. We classify these credit facilities as current liabilities as amounts drawn to purchase homes are typically repaid as homes are sold, which we expect to be within one year. The following table summarizes certain details related to our credit facilities (in thousands, except interest rates):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender
|
|
Final Maturity Date
|
|
Maximum Borrowing Capacity
|
|
Weighted Average Interest Rate
|
Goldman Sachs Bank USA
|
|
April 20, 2022
|
|
$
|
500,000
|
|
|
3.15
|
%
|
Citibank, N.A.
|
|
January 31, 2022
|
|
500,000
|
|
|
3.67
|
%
|
Credit Suisse AG, Cayman Islands
|
|
July 31, 2021
|
|
500,000
|
|
|
3.97
|
%
|
|
|
Total
|
|
$
|
1,500,000
|
|
|
|
Undrawn amounts available under the credit facilities included in the table above are not committed, meaning the applicable lender is not committed to, but may in its discretion, advance loan funds in excess of the outstanding borrowings. The final maturity dates are inclusive of extensions which are subject to agreement by the respective lender.
Zillow Group formed certain special purpose entities (each, an “SPE”) to purchase and sell residential properties through Zillow Offers. Each SPE is a wholly owned subsidiary of Zillow Group and a separate legal entity, and neither the assets nor credit of any such SPE are available to satisfy the debts and other obligations of any affiliate or other entity. The credit facilities are secured by the assets and equity of one or more SPEs. These SPEs are variable interest entities and Zillow Group is the primary beneficiary as it has the power to control the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses of the SPEs or the right to receive benefits from the SPEs that could potentially be significant to the SPEs. The SPEs are consolidated within Zillow Group’s condensed consolidated financial statements. The collective inventory and credit facility borrowings of the SPEs were $193.3 million and $114.3 million, respectively, as of September 30, 2020, and $836.6 million and $691.5 million, respectively, as of December 31, 2019.
Outstanding amounts drawn under each credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default. Further, each SPE is required to repay any resulting shortfall if the value of the eligible properties owned by such SPE falls below a certain percentage of the principal amount outstanding under the applicable credit facility. Continued inclusion of properties in each credit facility is subject to various eligibility criteria. For example, aging criteria limit the inclusion in the borrowing base of properties owned longer than a specified number of days, and properties owned for longer than one year are generally ineligible.
The stated interest rate on our credit facilities is one-month LIBOR plus an applicable margin, and in certain cases include a LIBOR floor, as defined in the respective credit agreements. Our credit facilities include customary representations and warranties, provisions regarding events of default and covenants. The terms of these credit facilities and related financing documents require Zillow Group and certain of its subsidiaries, as applicable, to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth and leverage ratios. As of September 30, 2020, Zillow Group was in compliance with all financial covenants and no event of default had occurred. Except for certain limited circumstances, the credit facilities are non-recourse to Zillow Group. Our credit facilities require that we establish, maintain and in certain circumstances that Zillow Group fund specified reserve accounts. These reserve accounts include, but are not limited to, interest reserves, insurance reserves, tax reserves, renovation cost reserves and reserves for specially permitted liens. Amounts funded to these reserve accounts and the collection accounts have been classified within our condensed consolidated balance sheets as restricted cash.
Mortgages Segment
To provide capital for Zillow Home Loans, we utilize a warehouse line of credit and a master repurchase agreement which are classified as current liabilities in our condensed consolidated balance sheets. The warehouse line of credit and repurchase agreement provide short-term financing between the issuance of a mortgage loan and when Zillow Home Loans sells the loan to an investor. The following table summarizes certain details related to our warehouse line of credit and repurchase agreement (in thousands, except interest rates):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender
|
|
Maturity Date
|
|
Maximum Borrowing Capacity
|
|
Weighted Average Interest Rate
|
Citibank, N.A.
|
|
October 27, 2020
|
|
$
|
75,000
|
|
|
1.65
|
%
|
Comerica Bank
|
|
June 26, 2021
|
|
75,000
|
|
|
1.01
|
%
|
|
|
Total
|
|
$
|
150,000
|
|
|
|
On September 25, 2020, Zillow Home Loans amended its Comerica Bank warehouse line of credit to provide for a temporary maximum borrowing capacity increase of $25.0 million, such that the total maximum borrowing capacity of the facility is increased to $75.0 million until February 16, 2021. The warehouse line of credit with Comerica Bank is committed.
The repurchase agreement with Citibank, N.A. includes a committed amount of $25.0 million. As of September 30, 2020 and December 31, 2019, $58.9 million and $0.4 million, respectively, in mortgage loans held for sale were pledged as collateral under the Citibank, N.A. facility.
Borrowings on the warehouse line of credit and repurchase agreement bear interest at the one-month LIBOR plus an applicable margin, and in certain cases include a LIBOR floor, as defined in the governing agreements, and are secured by residential mortgage loans held for sale. The repurchase agreement contains margin call provisions that provide Citibank, N.A. with certain rights in the event of a decline in the market value of the assets purchased under the repurchase agreement.
The warehouse line of credit and repurchase agreement include customary representations and warranties, covenants and provisions regarding events of default. As of September 30, 2020, Zillow Home Loans was in compliance with all financial covenants and no event of default had occurred. The warehouse line of credit and repurchase agreement are recourse to Zillow Home Loans, and have no recourse to Zillow Group or any of its other subsidiaries.
For additional details related to our warehouse line of credit and repurchase agreement, see Note 15 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Convertible Senior Notes
The following tables summarize certain details related to our outstanding convertible senior notes as of the dates presented or for the periods ended (in thousands, except interest rates):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
Maturity Date
|
|
Aggregate Principal Amount
|
|
Stated Interest Rate
|
|
Effective Interest Rate
|
|
First Interest Payment Date
|
|
Semi-Annual Interest Payment Dates
|
|
Unamortized Debt Discount and Debt Issuance Costs
|
|
Fair Value
|
|
Unamortized Debt Discount and Debt Issuance Costs
|
|
Fair Value
|
September 1, 2026
|
|
$
|
500,000
|
|
|
1.375
|
%
|
|
8.10
|
%
|
|
March 1, 2020
|
|
March 1; September 1
|
|
$
|
157,684
|
|
|
$
|
1,190,750
|
|
|
$
|
172,813
|
|
|
$
|
597,380
|
|
May 15, 2025
|
|
565,000
|
|
|
2.75
|
%
|
|
10.32
|
%
|
|
November 15, 2020
|
|
May 15; November 15
|
|
156,677
|
|
|
978,863
|
|
|
—
|
|
|
—
|
|
September 1, 2024
|
|
673,000
|
|
|
0.75
|
%
|
|
7.68
|
%
|
|
March 1, 2020
|
|
March 1; September 1
|
|
157,427
|
|
|
1,597,480
|
|
|
182,462
|
|
|
819,378
|
|
July 1, 2023
|
|
373,750
|
|
|
1.50
|
%
|
|
6.99
|
%
|
|
January 1, 2019
|
|
January 1; July 1
|
|
51,215
|
|
|
535,771
|
|
|
63,575
|
|
|
356,464
|
|
December 1, 2021
|
|
265,330
|
|
|
2.00
|
%
|
|
7.43
|
%
|
|
June 1, 2017
|
|
June 1; December 1
|
|
16,067
|
|
|
512,949
|
|
|
44,498
|
|
|
514,312
|
|
December 15, 2020
|
|
7,584
|
|
|
2.75
|
%
|
|
N/A
|
|
N/A
|
|
June 15; December 15
|
|
—
|
|
|
13,254
|
|
|
—
|
|
|
16,842
|
|
Total
|
|
$
|
2,384,664
|
|
|
|
|
|
|
|
|
|
|
$
|
539,070
|
|
|
$
|
4,829,067
|
|
|
$
|
463,348
|
|
|
$
|
2,304,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2020
|
|
Three Months Ended
September 30, 2019
|
Maturity Date
|
|
Contractual Coupon Interest
|
|
Amortization of Debt Discount
|
|
Amortization of Debt Issuance Costs
|
|
Interest Expense
|
|
Contractual Coupon Interest
|
|
Amortization of Debt Discount
|
|
Amortization of Debt Issuance Costs
|
|
Interest Expense
|
September 1, 2026
|
|
$
|
1,719
|
|
|
$
|
5,022
|
|
|
$
|
123
|
|
|
$
|
6,864
|
|
|
$
|
420
|
|
|
$
|
1,142
|
|
|
$
|
28
|
|
|
$
|
1,590
|
|
May 15, 2025
|
|
3,884
|
|
|
6,205
|
|
|
331
|
|
|
10,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
September 1, 2024
|
|
1,262
|
|
|
8,251
|
|
|
283
|
|
|
9,796
|
|
|
275
|
|
|
1,681
|
|
|
57
|
|
|
2,013
|
|
July 1, 2023
|
|
1,402
|
|
|
3,814
|
|
|
373
|
|
|
5,589
|
|
|
1,402
|
|
|
3,557
|
|
|
348
|
|
|
5,307
|
|
December 1, 2021
|
|
1,326
|
|
|
2,960
|
|
|
306
|
|
|
4,592
|
|
|
2,300
|
|
|
4,763
|
|
|
493
|
|
|
7,556
|
|
December 15, 2020
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
Total
|
|
$
|
9,652
|
|
|
$
|
26,252
|
|
|
$
|
1,416
|
|
|
$
|
37,320
|
|
|
$
|
4,464
|
|
|
$
|
11,143
|
|
|
$
|
926
|
|
|
$
|
16,533
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2020
|
|
Nine Months Ended
September 30, 2019
|
Maturity Date
|
|
Contractual Coupon Interest
|
|
Amortization of Debt Discount
|
|
Amortization of Debt Issuance Costs
|
|
Interest Expense
|
|
Contractual Coupon Interest
|
|
Amortization of Debt Discount
|
|
Amortization of Debt Issuance Costs
|
|
Interest Expense
|
September 1, 2026
|
|
$
|
5,157
|
|
|
$
|
14,768
|
|
|
$
|
361
|
|
|
$
|
20,286
|
|
|
$
|
420
|
|
|
$
|
1,142
|
|
|
$
|
28
|
|
|
$
|
1,590
|
|
May 15, 2025
|
|
5,891
|
|
|
9,353
|
|
|
499
|
|
|
15,743
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
September 1, 2024
|
|
3,772
|
|
|
24,207
|
|
|
828
|
|
|
28,807
|
|
|
275
|
|
|
1,681
|
|
|
57
|
|
|
2,013
|
|
July 1, 2023
|
|
4,206
|
|
|
11,260
|
|
|
1,100
|
|
|
16,566
|
|
|
4,206
|
|
|
10,441
|
|
|
1,026
|
|
|
15,673
|
|
December 1, 2021
|
|
5,429
|
|
|
11,816
|
|
|
1,222
|
|
|
18,467
|
|
|
6,900
|
|
|
14,024
|
|
|
1,452
|
|
|
22,376
|
|
December 15, 2020
|
|
191
|
|
|
—
|
|
|
—
|
|
|
191
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
199
|
|
Total
|
|
$
|
24,646
|
|
|
$
|
71,404
|
|
|
$
|
4,010
|
|
|
$
|
100,060
|
|
|
$
|
12,000
|
|
|
$
|
27,288
|
|
|
$
|
2,563
|
|
|
$
|
41,851
|
|
The convertible notes are senior unsecured obligations. The convertible senior notes maturing in 2021, 2023, 2024, 2025 and 2026 (the “Notes”) are classified as long-term debt based on their contractual maturity dates in our condensed consolidated balance sheets. The convertible senior notes maturing in 2020 are classified within current liabilities.
For more than 20 trading days during the 30 consecutive trading days ended September 30, 2020, the last reported sale price of our Class C capital stock exceeded 130% of the conversion price of the convertible senior notes due in 2021, 2024 and 2026 (the “2021 Notes,” “2024 Notes” and “2026 Notes,” respectively). Accordingly, the 2021 Notes, 2024 Notes and 2026 Notes became convertible at the option of the holders from October 1 through December 31, 2020. The 2021 Notes are also redeemable, at our option, as of September 30, 2020. The 2024 Notes and 2026 Notes were first convertible during the three months ended September 30, 2020. The convertible senior notes maturing in 2023 and 2025 are not redeemable or convertible as of September 30, 2020. The convertible senior notes maturing in 2020 (the “2020 Notes”) are convertible, at the option of the holder, and redeemable, at our option, as of September 30, 2020.
Interest on the convertible notes is paid semi-annually in arrears. The estimated fair value of the convertible senior notes was determined through consideration of quoted market prices. The fair value is classified as Level 3 due to the limited trading activity for each of the convertible senior notes.
The Notes are convertible into cash, shares of Class C capital stock or a combination thereof, at our election, and may be settled as described below. The Notes will mature on their respective maturity date, unless earlier repurchased, redeemed or converted in accordance with their terms.
The following table summarizes the conversion and redemption options with respect to the Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity Date
|
|
Early Conversion Date
|
|
Conversion Rate
|
|
Conversion Price
|
|
Optional Redemption Date
|
September 1, 2026
|
|
March 1, 2026
|
|
22.9830
|
|
$
|
43.51
|
|
|
September 5, 2023
|
May 15, 2025
|
|
November 15, 2024
|
|
14.8810
|
|
67.20
|
|
|
May 22, 2023
|
September 1, 2024
|
|
March 1, 2024
|
|
22.9830
|
|
43.51
|
|
|
September 5, 2022
|
July 1, 2023
|
|
April 1, 2023
|
|
12.7592
|
|
78.37
|
|
|
July 6, 2021
|
December 1, 2021
|
|
September 1, 2021
|
|
19.0985
|
|
52.36
|
|
|
December 6, 2019
|
The following table summarizes certain details related to the capped call confirmations with respect to certain of the convertible senior notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity Date
|
|
Initial Cap Price
|
|
Cap Price Premium
|
September 1, 2026
|
|
$
|
80.5750
|
|
|
150
|
%
|
September 1, 2024
|
|
72.5175
|
|
|
125
|
%
|
July 1, 2023
|
|
105.45
|
|
|
85
|
%
|
December 1, 2021
|
|
69.19
|
|
|
85
|
%
|
On May 15, 2020, we issued $500.0 million aggregate principal amount of 2.75% Convertible Senior Notes due 2025 (the “Initial 2025 Notes”) and on May 19, 2020 we issued $65.0 million aggregate principal amount of 2.75% Convertible Senior Notes due 2025 (the “Additional Notes” and, together with the Initial 2025 Notes, the “2025 Notes”). The Additional Notes were sold pursuant to the underwriters’ option to purchase additional 2025 Notes granted in connection with the offering of the Initial 2025 Notes. The net proceeds from the issuance of the 2025 Notes were approximately $553.3 million, after deducting underwriting discounts and commissions and offering expenses paid by Zillow Group.
In May 2020, we used a portion of the net proceeds from the issuance of the 2025 Notes to repurchase $194.7 million aggregate principal of the 2021 Notes in privately negotiated transactions. The 2021 Notes were repurchased for $194.7 million in cash and 753,936 shares of Class C capital stock for an aggregate purchase price of $230.9 million. The repurchase of the 2021 Notes was accounted for as a debt extinguishment. We allocated $172.9 million of the repurchase price to the liability component based on the fair value of the liability component immediately prior to settlement. The fair value of the liability component was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature. The remaining consideration of $58.0 million was allocated to the equity component. As a result, we recognized a $179.3 million reduction to long-term debt representing the carrying value of the liability component as of the date of the partial repurchase of the 2021 Notes, a $58.0 million reduction to additional paid-in capital representing the equity component of the partially repurchased 2021 Notes and a $6.4 million gain on partial extinguishment of 2021 Notes representing the excess of the carrying value of the liability component over the fair value of the liability component of the repurchased 2021 Notes during the nine months ended September 30, 2020.
In connection with the repurchase of a portion of the 2021 Notes, we partially terminated the capped call transactions entered into in connection with the issuance of the 2021 Notes for an amount corresponding to the aggregate principal amount of the 2021 Notes that were repurchased. As a result of the partial settlement of the capped call transactions, we received 317,865 shares of our Class C capital stock equal to a value of approximately $14.8 million based on the trading price of our Class C capital stock at the time of the unwind. Under applicable Washington State law, the acquisition of a corporation’s own shares is not disclosed separately as treasury stock in the financial statements and such shares are treated as authorized but unissued shares. We record acquisitions of our shares of capital stock as a reduction to capital stock at the par value of the shares reacquired, then to additional paid-in capital until it is depleted to a nominal amount, with any further excess recorded to retained earnings. We recorded an offsetting increase to additional paid-in capital for the partial unwind of the capped call transactions.
Prior to the close of business on the business day immediately preceding November 15, 2024, the 2025 Notes are convertible at the option of the holders of the 2025 Notes only under certain conditions. On or after November 15, 2024, until the close of business on the second scheduled trading day immediately preceding May 15, 2025, holders of the 2025 Notes may convert the 2025 Notes at their option at the conversion rate then in effect, irrespective of these conditions. Zillow Group may redeem for cash all or part of the 2025 Notes, at its option, on or after May 22, 2023, under certain circumstances, at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (as defined in the indenture governing the 2025 Notes, the “Indenture”). We may not redeem the 2025 Notes prior to May 22, 2023. We may redeem, for cash, all or any portion of the 2025 Notes, at our option, on or after May 22, 2023 if the last reported sale price per share of our Class C capital stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. The conversion option does not meet the criteria for separate accounting as a derivative as it is indexed to our own stock. There are no financial covenants associated with the 2025 Notes.
In accounting for the issuance of the 2025 Notes, we separated the 2025 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the 2025 Notes. The difference between the principal amount of the 2025 Notes and the liability component represents the debt discount, which is recorded as a direct deduction from the related debt liability in the condensed consolidated balance sheet and amortized to interest expense using the effective interest method over the term of the 2025 Notes. The equity component of the 2025 Notes of approximately $154.8 million, net of issuance costs of $3.3 million, is included in additional paid-in capital in the condensed consolidated balance sheet and is not remeasured as long as it continues to meet the conditions for equity classification.
For additional details related to our convertible senior notes, see Note 15 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Note 12. Income Taxes
We are subject to federal and state income taxes in the United States and federal and provincial income taxes in Canada. As of September 30, 2020 and December 31, 2019, we have provided a valuation allowance against our net deferred tax assets that we believe, based on the weight of available evidence, are not more likely than not to be realized. Therefore, no material current tax liability or expense has been recorded in the condensed consolidated financial statements. We have accumulated federal tax losses of approximately $1,137.6 million as of December 31, 2019, which are available to reduce future taxable income. We have accumulated state tax losses of approximately $34.3 million (tax effected) as of December 31, 2019.
We recorded income tax expense of $0.4 million for the three months ended September 30, 2020 and an income tax benefit of $8.1 million for the nine months ended September 30, 2020. The income tax benefit for the nine months ended September 30, 2020 was primarily a result of a $9.7 million income tax benefit related to the $71.5 million non-cash impairment we recorded during the nine months ended September 30, 2020 related to the Trulia trade names and trademarks intangible asset. For additional information about the non-cash impairment, see Note 10 to our condensed consolidated financial statements. This income tax benefit was partially offset by an immaterial amount of state income tax expense recorded for the nine months ended September 30, 2020.
Note 13. Shareholders’ Equity
Preferred Stock
Our board of directors has the authority to fix and determine and to amend the number of shares of any series of preferred stock that are wholly unissued or to be established and to fix and determine and to amend the designation, preferences, voting powers and limitations, and the relative, participating, optional or other rights, of any series of shares of preferred stock that is wholly unissued or to be established, subject in each case to certain approval rights of holders of our outstanding Class B common stock. There was no preferred stock issued and outstanding as of September 30, 2020 or December 31, 2019.
Common and Capital Stock
Our Class A common stock has no preferences or privileges and is not redeemable. Holders of Class A common stock are entitled to one vote for each share.
Our Class B common stock has no preferences or privileges and is not redeemable. At any time after the date of issuance, each share of Class B common stock, at the option of the holder, may be converted into one share of Class A common stock, or automatically converted into Class A common stock upon the affirmative vote by or written consent of holders of a majority of the shares of the Class B common stock. Holders of Class B common stock are entitled to 10 votes for each share.
Our Class C capital stock has no preferences or privileges, is not redeemable and, except in limited circumstances, is non-voting.
On May 15, 2020, Zillow Group issued and sold 8,000,000 shares of Class C capital stock, and on May 19, 2020, issued and sold an additional 800,000 shares of Class C capital stock pursuant to the exercise of the underwriters’ option to purchase additional shares. The 8,800,000 shares of Class C capital stock were issued and sold at a public offering price of $48.00 per share. We received net proceeds of $411.5 million after deducting underwriting discounts and commissions and offering expenses paid by us.
In connection with the May 2020 partial repurchase of the 2021 Notes, we issued 753,936 shares of Class C capital stock at a price of $48.00 per share with a total value of $36.2 million to settle the conversion spread for the notes repurchased. Additionally, we unwound a portion of the capped call transactions related to the 2021 Notes whereby we received 317,865 shares of our Class C capital stock equal to a value of approximately $14.8 million based on the trading price of our Class C capital stock at the time of the unwind. See Note 11 for further discussion of the partial repurchase of the 2021 Notes and the corresponding capped call unwind.
Note 14. Share-Based Awards
Zillow Group, Inc. 2020 Incentive Plan
On June 9, 2020, the Zillow Group, Inc. 2020 Incentive Plan (the “2020 Plan”) became effective, which replaces the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan (the “2011 Plan”). 12,400,000 shares of Class C capital stock are authorized and available for issuance under the 2020 Plan. In addition, shares previously available for new grants under the 2011 Plan as of June 9, 2020 and shares subject to outstanding awards under the 2011 Plan as of June 9, 2020 that on or after that date cease to be subject to such awards (other than by reason of exercise or settlement of the awards in vested or nonforfeitable shares) are also available for issuance under the 2020 Plan. The number of shares authorized under the 2020 Plan will be increased on the first day of each calendar year, beginning January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to the lesser of (a) 5% of our outstanding Class A common stock, Class B common stock and Class C capital stock on a fully diluted basis as of the end of the immediately preceding calendar year and (b) a number of shares determined by our board of directors. The 2020 Plan is administered by the compensation committee of the board of directors. Under the terms of the 2020 Plan, the compensation committee may grant equity awards, including incentive stock options, nonqualified stock options, restricted stock, restricted stock units, restricted units, stock appreciation rights, performance shares or performance units to employees, officers, directors, consultants, agents, advisors and independent contractors of Zillow Group and its subsidiaries. The board of directors has also authorized certain senior executive officers to grant equity awards under the 2020 Plan, within limits prescribed by our board of directors. The 2020 Plan provides that in the event of a stock dividend, stock split or similar event, the maximum number and kind of securities available for issuance under the plan will be proportionally adjusted.
Options under the 2020 Plan are granted with an exercise price per share not less than 100% of the fair market value of our Class C capital stock on the grant date, with the exception of substituted option awards granted in connection with acquisitions, and are exercisable at such times and under such conditions as determined by the compensation committee. Any portion of an option that is not vested and exercisable on the date of a participant’s termination of service expires on such date. Employees generally forfeit their rights to exercise vested options three months following their termination of employment or 12 months following termination by reason of death, disability or retirement. Options granted under the 2020 Plan expire no later than ten years from the grant date and typically vest either 25% after 12 months and quarterly thereafter over the next three years or quarterly over a period of four years.
Restricted stock units granted under the 2020 Plan typically vest either 25% after 12 months and quarterly thereafter over the next three years or quarterly over a period of four years. Any portion of a restricted stock unit that is not vested on the date of a participant’s termination of service expires on such date.
Options and restricted stock units that remain outstanding under the 2011 Plan have vesting and exercisability terms consistent with those described above for awards granted under the 2020 Plan.
Option Awards
The following table summarizes option award activity for the nine months ended September 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of Shares
Subject to
Existing
Options
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
Weighted-
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
Outstanding at January 1, 2020
|
29,634,296
|
|
|
$
|
35.95
|
|
|
6.28
|
|
$
|
331,107
|
|
Granted
|
5,037,920
|
|
|
50.76
|
|
|
|
|
|
Exercised
|
(11,779,104)
|
|
|
31.52
|
|
|
|
|
|
Forfeited or cancelled
|
(916,931)
|
|
|
42.00
|
|
|
|
|
|
Outstanding at September 30, 2020
|
21,976,181
|
|
|
41.47
|
|
|
7.16
|
|
1,321,219
|
|
Vested and exercisable at September 30, 2020
|
10,490,317
|
|
|
37.59
|
|
|
5.56
|
|
671,352
|
|
The fair value of options granted is estimated at the date of grant using the Black-Scholes-Merton option-pricing model, assuming no dividends and with the following assumptions for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Expected volatility
|
52%
|
|
45%
|
|
45%-52%
|
|
45%-47%
|
Expected dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
Risk-free interest rate
|
0.22%
|
|
1.61%
|
|
0.22%-0.93%
|
|
1.61%-2.53%
|
Weighted-average expected life
|
4.50 years
|
|
5.00 years
|
|
4.50-5.50 years
|
|
4.75-5.25 years
|
Weighted-average fair value of options granted
|
$37.09
|
|
$14.15
|
|
$21.35
|
|
$16.55
|
As of September 30, 2020, there was a total of $199.4 million in unrecognized compensation cost related to unvested stock options.
Restricted Stock Units
The following table summarizes activity for restricted stock units for the nine months ended September 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
Stock Units
|
|
Weighted-
Average Grant-
Date Fair
Value
|
Unvested outstanding at January 1, 2020
|
7,052,767
|
|
|
$
|
40.01
|
|
Granted
|
3,958,518
|
|
|
52.15
|
|
Vested
|
(2,191,719)
|
|
|
41.17
|
|
Forfeited
|
(726,398)
|
|
|
41.93
|
|
Unvested outstanding at September 30, 2020
|
8,093,168
|
|
|
45.46
|
|
As of September 30, 2020, there was a total of $341.0 million in unrecognized compensation cost related to unvested restricted stock units.
Share-Based Compensation Expense
The following table presents the effects of share-based compensation expense in our condensed consolidated statements of operations during the periods presented (in thousands, unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Cost of revenue
|
$
|
1,617
|
|
|
$
|
1,062
|
|
|
$
|
3,909
|
|
|
$
|
2,878
|
|
Sales and marketing
|
8,631
|
|
|
6,588
|
|
|
24,740
|
|
|
19,039
|
|
Technology and development
|
19,793
|
|
|
18,034
|
|
|
60,376
|
|
|
51,942
|
|
General and administrative
|
18,918
|
|
|
16,444
|
|
|
56,080
|
|
|
78,025
|
|
Total
|
$
|
48,959
|
|
|
$
|
42,128
|
|
|
$
|
145,105
|
|
|
$
|
151,884
|
|
On February 21, 2019, Zillow Group announced the appointment of Richard N. Barton as Zillow Group’s Chief Executive Officer, effective February 21, 2019. Mr. Barton succeeded Spencer Rascoff, who served as Zillow Group’s Chief Executive Officer since 2010. In connection with Mr. Rascoff’s resignation as Chief Executive Officer, Zillow Group entered into an Executive Departure Agreement and Release (the “Agreement”) with Mr. Rascoff. Pursuant to the Agreement, Mr. Rascoff received, among other things, a change in the exercise period of his vested stock options outstanding as well as accelerated vesting of outstanding stock options, which have been accounted for as equity modifications. We recorded $26.4 million of share-based compensation expense associated with the modifications during the nine months ended September 30, 2019. For additional details, see Note 18 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Note 15. Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares (including Class A common stock, Class B common stock and Class C capital stock) outstanding during the period. In the calculation of basic net income (loss) per share, undistributed earnings are allocated assuming all earnings during the period were distributed.
Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares (including Class A common stock, Class B common stock and Class C capital stock) outstanding during the period and potentially dilutive Class A common stock and Class C capital stock equivalents, except in cases where the effect of the Class A common stock or Class C capital stock equivalent would be antidilutive. Potential Class A common stock and Class C capital stock equivalents consist of Class A common stock and Class C capital stock issuable upon exercise of stock options and Class A common stock and Class C capital stock underlying unvested restricted stock units using the treasury stock method. Potential Class A common stock equivalents also include Class A common stock issuable upon conversion of the convertible notes maturing 2020 using the if-converted method.
Prior to the three months ended September 30, 2020, we intended to settle the principal amount of the outstanding Notes in cash and therefore used the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. Beginning with the three months ended September 30, 2020, we can no longer assert cash settlement of the principal amount of the outstanding Notes, therefore share settlement is now presumed. Thus, on a prospective basis we apply the if-converted method for calculating any potential dilutive effect of the conversion of the outstanding Notes on diluted net income per share, if applicable. The following table presents the maximum number of shares and conversion price per share of Class C capital stock for each of the Notes (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity Date
|
|
Shares
|
|
Conversion Price per Share
|
September 1, 2026
|
|
11,492
|
|
|
$
|
43.51
|
|
May 15, 2025
|
|
8,408
|
|
|
67.20
|
|
September 1, 2024
|
|
15,468
|
|
|
43.51
|
|
July 1, 2023
|
|
4,769
|
|
|
78.37
|
|
December 1, 2021
|
|
5,067
|
|
|
52.36
|
|
For the periods presented, the following table reconciles the denominators used in the basic and diluted net income (loss) per share calculations (in thousands, unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Denominator for basic calculation
|
229,719
|
|
|
207,002
|
|
|
219,989
|
|
|
205,766
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
Option awards
|
8,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Unvested restricted stock units
|
3,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Denominator for dilutive calculation
|
242,632
|
|
|
207,002
|
|
|
219,989
|
|
|
205,766
|
|
For the periods presented, the following Class A common stock and Class C capital stock equivalents were excluded from the calculations of diluted net income (loss) per share because their effect would have been antidilutive (in thousands, unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Weighted-average Class A common stock and Class C capital stock option awards outstanding
|
518
|
|
|
18,900
|
|
|
27,333
|
|
|
19,394
|
|
Weighted-average Class A common stock and Class C capital stock restricted stock units outstanding
|
62
|
|
|
6,964
|
|
|
8,367
|
|
|
6,690
|
|
Class A common stock issuable upon conversion of the convertible notes maturing in 2020
|
314
|
|
|
424
|
|
|
374
|
|
|
424
|
|
Class C capital stock issuable upon conversion of the convertible notes maturing in 2021, 2023, 2024, 2025 and 2026
|
45,203
|
|
|
—
|
|
|
17,580
|
|
|
—
|
|
Total Class A common stock and Class C capital stock equivalents
|
46,097
|
|
|
26,288
|
|
|
53,654
|
|
|
26,508
|
|
Note 16. Commitments and Contingencies
Lease Commitments
We have entered into various non-cancelable operating lease agreements for certain of our office space and equipment with original lease periods expiring between 2020 and 2030. For additional information regarding our lease agreements, see Note 14 in our Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2019.
Purchase Commitments
Purchase commitments primarily include various non-cancelable agreements to purchase content related to our mobile applications and websites and certain cloud computing services as well as homes we are under contract to purchase through Zillow Offers but that have not closed as of the respective date. The amounts due for non-cancelable purchase commitments, excluding homes under contract, as of September 30, 2020, are as follows (in thousands, unaudited):
|
|
|
|
|
|
|
Purchase Obligations
|
2020
|
$
|
5,646
|
|
2021
|
19,895
|
|
2022
|
4,812
|
|
2023
|
1,004
|
|
2024
|
394
|
|
2025
|
60
|
|
Total future purchase commitments
|
$
|
31,811
|
|
As of September 30, 2020, the value of homes under contract that have not closed was $182.6 million.
Letters of Credit
As of September 30, 2020, we have outstanding letters of credit of approximately $16.9 million, which secure our lease obligations in connection with certain of our office space operating leases.
Surety Bonds
In the course of business, we are required to provide financial commitments in the form of surety bonds to third parties as a guarantee of our performance on and our compliance with certain obligations. If we were to fail to perform or comply with these obligations, any draws upon surety bonds issued on our behalf would then trigger our payment obligation to the surety bond issuer. We have outstanding surety bonds issued for our benefit of approximately $10.1 million and $10.2 million, respectively, as of September 30, 2020 and December 31, 2019.
Legal Proceedings
We are involved in a number of legal proceedings concerning matters arising in connection with the conduct of our business activities, some of which are at preliminary stages and some of which seek an indeterminate amount of damages. We regularly evaluate the status of legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have been incurred to determine if accruals are appropriate. We further evaluate each legal proceeding to assess whether an estimate of possible loss or range of loss can be made if accruals are not appropriate. For certain cases described below, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in preliminary stages; (ii) specific damages have not been sought; (iii) damages sought are, in our view, unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories presented. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material effect on our financial position, results of operations or cash flow. For the matters discussed below, we have not recorded any material accruals as of September 30, 2020 or December 31, 2019.
In July 2015, VHT, Inc. (“VHT”) filed a complaint against us in the United States District Court for the Western District of Washington alleging copyright infringement of VHT’s images on the Zillow Digs site. In January 2016, VHT filed an amended complaint alleging copyright infringement of VHT’s images on the Zillow Digs site as well as the Zillow listing site. In December 2016, the court granted a motion for partial summary judgment that dismissed VHT’s claims with respect to the Zillow listing site. On February 9, 2017, a jury trial returned a verdict finding that the Company had infringed VHT’s copyrights in images displayed or saved to the Digs site. The jury awarded VHT $79,875 in actual damages and approximately $8.2 million in statutory damages. On June 20, 2017, the District Court granted certain of our post-trial motions, finding that VHT failed to present sufficient evidence to prove direct copyright infringement for a portion of the images, reducing the total damages to approximately $4.1 million. On March 15, 2019, after we filed an appeal with the Ninth Circuit Court of Appeals seeking review of the final judgment and certain prior rulings entered by the District Court, the Ninth Circuit Court of Appeals issued an opinion that, among other things, (i) affirmed the District Court’s grant of summary judgment in favor of Zillow on direct infringement of images on Zillow’s listing site, (ii) affirmed the district court’s grant in favor of Zillow of judgment notwithstanding the verdict on certain images that were displayed on the Zillow Digs site, (iii) remanded consideration of the issue whether VHT’s images on the Zillow Digs site were part of a compilation or individual photos, and (iv) vacated the jury’s finding of willful infringement. On October 7, 2019, the United States Supreme Court denied VHT’s petition for writ of certiorari seeking review of certain rulings by the Ninth Circuit Court of Appeals. On December 6, 2019, the Company filed a motion for summary judgment with the District Court seeking a ruling that VHT’s images are a compilation, or in the alternative, seeking a dismissal of the case based on a recent United States Supreme Court ruling. On May 8, 2020, the District Court denied the Company’s motion for summary judgment and granted VHT’s motion for summary judgment on the issue of whether the remaining photos were a compilation. We do not believe there is a reasonable possibility that a material loss will be incurred related to this lawsuit.
In August and September 2017, two purported class action lawsuits were filed against us and certain of our executive officers, alleging, among other things, violations of federal securities laws on behalf of a class of those who purchased our common stock between February 12, 2016 and August 8, 2017. One of those purported class actions, captioned Vargosko v. Zillow Group, Inc. et al, was brought in the U.S. District Court for the Central District of California. The other purported class action lawsuit, captioned Shotwell v. Zillow Group, Inc. et al, was brought in the U.S. District Court for the Western District of Washington. The complaints allege, among other things, that during the period between February 12, 2016 and August 8, 2017, we issued materially false and misleading statements regarding our business practices. The complaints seek to recover, among other things, alleged damages sustained by the purported class members as a result of the alleged misconduct. In November 2017, an amended complaint was filed against us and certain of our executive officers in the Shotwell v. Zillow Group purported class action lawsuit, extending the beginning of the class period to November 17, 2014. In January 2018, the Vargosko v. Zillow Group purported class action lawsuit was transferred to the U.S. District Court for the Western District of Washington and consolidated with the Shotwell v. Zillow Group purported class action lawsuit. In February 2018, the plaintiffs filed a consolidated amended complaint, and in April 2018, we filed our motion to dismiss the consolidated amended complaint. In October 2018, our motion to dismiss was granted without prejudice, and in November 2018, the plaintiffs filed a second consolidated amended complaint, which we moved to dismiss in December 2018. On April 19, 2019, our motion to dismiss the second consolidated amended complaint was denied, and we filed our answer to the second amended complaint on May 3, 2019. On October 11, 2019, plaintiffs filed a motion for class certification which was granted by the District Court on October 28, 2020. We have denied the allegations of wrongdoing and intend to vigorously defend the claims in this lawsuit. We do not believe a loss related to this lawsuit is probable.
In October and November 2017 and January and February 2018, four shareholder derivative lawsuits were filed in the U.S. District Court for the Western District of Washington and the Superior Court of the State of Washington, King County, against certain of our executive officers and directors seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices. The plaintiffs in the derivative suits (in which the Company is a nominal defendant) allege, among other things, that the defendants breached their fiduciary duties in connection with oversight of the Company’s public statements and legal compliance, and as a result of the breach of such fiduciary duties, the Company was damaged, and defendants were unjustly enriched. Certain of the plaintiffs also allege, among other things, violations of Section 14(a) of the Securities Exchange Act of 1934 and waste of corporate assets. On February 5, 2018, the U.S. District Court for the Western District of Washington consolidated the two federal shareholder derivative lawsuits pending in that court. On February 16, 2018, the Superior Court of the State of Washington, King County, consolidated the two shareholder derivative lawsuits pending in that court. All four of the shareholder derivative lawsuits were stayed until our motion to dismiss the second consolidated amended complaint in the securities class action lawsuit discussed above was denied in April 2019. On July 8, 2019, the plaintiffs in the consolidated federal derivative lawsuit filed a consolidated shareholder derivative complaint, which we moved to dismiss on August 22, 2019. On February 28, 2020, our motion to dismiss the consolidated federal shareholder derivative complaint was denied. On May 18, 2020 we filed an answer in the consolidated federal derivative lawsuit. On August 24, 2020, we filed an answer in the consolidated state derivative matter. We do not believe a loss is probable related to these lawsuits.
On September 17, 2019, International Business Machines Corporation (“IBM”) filed a complaint against us in the United States District Court for the Central District of California, alleging, among other things, that the Company has infringed and continues to willfully infringe seven patents held by IBM and seeks unspecified damages, including a request that the amount of compensatory damages be trebled, injunctive relief and costs and reasonable attorneys’ fees. On November 8, 2019, we filed a motion to transfer venue and/or to dismiss the complaint. On December 2, 2019, IBM filed an amended complaint, and on December 16, 2019 we filed a renewed motion to transfer venue and/or to dismiss the complaint. The Company’s motion to transfer venue to the United States District Court for the Western District of Washington was granted on May 28, 2020. We filed our answer with counterclaims in response to the amended complaint on June 11, 2020. On July 2, 2020, IBM filed a motion to dismiss our counterclaims. In response to IBM’s motion, on July 22, 2020, we filed an amended answer with counterclaims. On August 12, 2020, IBM filed its answer to our counterclaims. On September 18, 2020, we filed four Inter Partes Review petitions before the United States Patent and Trademark Office seeking the Board’s review of the patentability with respect to three of the patents asserted by IBM in the lawsuit. We deny the allegations of any wrongdoing and intend to vigorously defend the claims in the lawsuit. There is a reasonable possibility that a loss may be incurred related to this complaint; however, the possible loss or range of loss is not estimable.
On July 21, 2020, IBM filed a second action against us in the United States District Court for the Western District of Washington, alleging, among other things that the Company has infringed and continues to willfully infringe five patents held by IBM and seeks unspecified damages. On September 14, 2020, we filed a motion to dismiss the complaint filed in the action. We deny the allegations of any wrongdoing and intend to vigorously defend the claims in the lawsuit. We do not believe a loss related to this lawsuit is probable.
In addition to the matters discussed above, from time to time, we are involved in litigation and claims that arise in the ordinary course of business. Although we cannot be certain of the outcome of any such litigation or claims, nor the amount of damages and exposure that we could incur, we currently believe that the final disposition of such matters will not have a material effect on our business, financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Indemnifications
In the ordinary course of business, we enter into contractual arrangements under which we agree to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements and out of intellectual property infringement claims made by third parties. In addition, we have agreements that indemnify certain issuers of surety bonds against losses that they may incur as a result of executing surety bonds on our behalf. For our indemnification arrangements, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, our obligations under these agreements may be limited in terms of time and/or amount, and in some instances, we may have recourse against third parties for certain payments. In addition, we have indemnification agreements with certain of our directors and executive officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations may vary.
Note 17. Employee Benefit Plan
We have a defined contribution 401(k) retirement plan covering Zillow Group employees who have met certain eligibility requirements (the “Zillow Group 401(k) Plan”). Eligible employees may contribute pretax compensation up to a maximum amount allowable under the Internal Revenue Service limitations. Employee contributions and earnings thereon vest immediately. We currently match up to 4% of employee contributions under the Zillow Group 401(k) Plan. The total expense related to the Zillow Group 401(k) Plan was $6.1 million and $5.6 million, respectively, for the three months ended September 30, 2020 and 2019, and $18.9 million and $15.7 million, respectively, for the nine months ended September 30, 2020 and 2019.
Note 18. Segment Information and Revenue
We have three operating and reportable segments, which have been identified based on the way in which our chief operating decision-maker manages our business, makes operating decisions and evaluates operating performance. The chief executive officer acts as the chief operating decision-maker and reviews financial and operational information for the Homes, Internet, Media & Technology (“IMT”) and Mortgages segments.
The Homes segment includes the financial results from Zillow Group’s purchase and sale of homes directly through Zillow Offers and the financial results from title and escrow services through Zillow Closing Services. The IMT segment includes the financial results for the Premier Agent, rentals and new construction marketplaces, dotloop and display, as well as revenue from the sale of various other marketing and business products and services to real estate professionals. The Mortgages segment includes financial results for mortgage originations and the sale of mortgages on the secondary market through Zillow Home Loans, advertising sold to mortgage lenders and other mortgage professionals as well as Mortech mortgage software solutions.
Revenue and costs are directly attributed to our segments when possible. However, due to the integrated structure of our business, certain costs incurred by one segment may benefit the other segments. These costs primarily include headcount-related expenses, general and administrative expenses including executive, finance, accounting, legal, human resources, recruiting and facilities costs, product development and data acquisition costs and marketing and advertising costs. These costs are allocated to each segment based on the estimated benefit each segment receives from such expenditures.
The chief executive officer reviews information about our revenue categories as well as statement of operations data inclusive of income (loss) before income taxes by segment. This information is included in the following tables for the periods presented (in thousands, unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2020
|
|
Three Months Ended
September 30, 2019
|
|
Homes
|
|
IMT
|
|
Mortgages
|
|
Homes
|
|
IMT
|
|
Mortgages
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Zillow Offers
|
$
|
185,904
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
384,626
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Premier Agent
|
—
|
|
|
298,673
|
|
|
—
|
|
|
—
|
|
|
240,698
|
|
|
—
|
|
Other
|
1,201
|
|
|
116,716
|
|
|
—
|
|
|
—
|
|
|
94,592
|
|
|
—
|
|
Mortgages
|
—
|
|
|
—
|
|
|
54,198
|
|
|
—
|
|
|
—
|
|
|
25,292
|
|
Total revenue
|
187,105
|
|
|
415,389
|
|
|
54,198
|
|
|
384,626
|
|
|
335,290
|
|
|
25,292
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
179,804
|
|
|
28,448
|
|
|
7,972
|
|
|
370,796
|
|
|
24,318
|
|
|
4,721
|
|
Sales and marketing
|
32,714
|
|
|
102,902
|
|
|
15,210
|
|
|
49,186
|
|
|
118,514
|
|
|
13,647
|
|
Technology and development
|
28,273
|
|
|
90,536
|
|
|
8,491
|
|
|
20,651
|
|
|
94,656
|
|
|
8,667
|
|
General and administrative
|
20,334
|
|
|
53,547
|
|
|
12,014
|
|
|
22,174
|
|
|
55,749
|
|
|
10,570
|
|
Integration costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Total costs and expenses (1)
|
261,125
|
|
|
275,433
|
|
|
43,687
|
|
|
462,807
|
|
|
293,237
|
|
|
37,610
|
|
Income (loss) from operations
|
(74,020)
|
|
|
139,956
|
|
|
10,511
|
|
|
(78,181)
|
|
|
42,053
|
|
|
(12,318)
|
|
Segment other income
|
—
|
|
|
—
|
|
|
636
|
|
|
—
|
|
|
—
|
|
|
344
|
|
Segment interest expense
|
(1,597)
|
|
|
—
|
|
|
(553)
|
|
|
(9,689)
|
|
|
—
|
|
|
(280)
|
|
Income (loss) before income taxes (2)
|
$
|
(75,617)
|
|
|
$
|
139,956
|
|
|
$
|
10,594
|
|
|
$
|
(87,870)
|
|
|
$
|
42,053
|
|
|
$
|
(12,254)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2020
|
|
Nine Months Ended
September 30, 2019
|
|
Homes
|
|
IMT
|
|
Mortgages
|
|
Homes
|
|
IMT
|
|
Mortgages
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Zillow Offers
|
$
|
1,408,832
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
762,022
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Premier Agent
|
—
|
|
|
732,741
|
|
|
—
|
|
|
—
|
|
|
690,394
|
|
|
—
|
|
Other
|
2,398
|
|
|
293,653
|
|
|
—
|
|
|
—
|
|
|
266,837
|
|
|
—
|
|
Mortgages
|
—
|
|
|
—
|
|
|
113,241
|
|
|
—
|
|
|
—
|
|
|
79,637
|
|
Total revenue
|
1,411,230
|
|
|
1,026,394
|
|
|
113,241
|
|
|
762,022
|
|
|
957,231
|
|
|
79,637
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
1,343,791
|
|
|
76,153
|
|
|
19,023
|
|
|
733,947
|
|
|
74,628
|
|
|
13,829
|
|
Sales and marketing
|
152,180
|
|
|
319,101
|
|
|
39,791
|
|
|
107,457
|
|
|
380,608
|
|
|
42,302
|
|
Technology and development
|
89,729
|
|
|
278,740
|
|
|
22,606
|
|
|
51,130
|
|
|
276,886
|
|
|
24,058
|
|
General and administrative
|
65,657
|
|
|
166,185
|
|
|
31,849
|
|
|
54,339
|
|
|
181,270
|
|
|
31,497
|
|
Impairment costs
|
—
|
|
|
73,900
|
|
|
2,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Integration costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
650
|
|
Total costs and expenses (1)
|
1,651,357
|
|
|
914,079
|
|
|
116,169
|
|
|
946,873
|
|
|
913,392
|
|
|
112,336
|
|
Income (loss) from operations
|
(240,127)
|
|
|
112,315
|
|
|
(2,928)
|
|
|
(184,851)
|
|
|
43,839
|
|
|
(32,699)
|
|
Segment other income
|
—
|
|
|
5,300
|
|
|
1,223
|
|
|
—
|
|
|
—
|
|
|
1,059
|
|
Segment interest expense
|
(13,506)
|
|
|
—
|
|
|
(1,086)
|
|
|
(19,346)
|
|
|
—
|
|
|
(668)
|
|
Income (loss) before income taxes (2)
|
$
|
(253,633)
|
|
|
$
|
117,615
|
|
|
$
|
(2,791)
|
|
|
$
|
(204,197)
|
|
|
$
|
43,839
|
|
|
$
|
(32,308)
|
|
(1) The following tables present depreciation and amortization expense and share-based compensation expense for each of our segments for the periods presented (in thousands, unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2020
|
|
Three Months Ended
September 30, 2019
|
|
Homes
|
|
IMT
|
|
Mortgages
|
|
Homes
|
|
IMT
|
|
Mortgages
|
Depreciation and amortization expense
|
$
|
3,029
|
|
|
$
|
22,074
|
|
|
$
|
1,675
|
|
|
$
|
2,331
|
|
|
$
|
18,362
|
|
|
$
|
1,467
|
|
Share-based compensation expense
|
$
|
11,815
|
|
|
$
|
33,435
|
|
|
$
|
3,709
|
|
|
$
|
8,025
|
|
|
$
|
30,687
|
|
|
$
|
3,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2020
|
|
Nine Months Ended
September 30, 2019
|
|
Homes
|
|
IMT
|
|
Mortgages
|
|
Homes
|
|
IMT
|
|
Mortgages
|
Depreciation and amortization expense
|
$
|
9,201
|
|
|
$
|
67,889
|
|
|
$
|
4,887
|
|
|
$
|
5,384
|
|
|
$
|
54,264
|
|
|
$
|
4,240
|
|
Share-based compensation expense
|
$
|
35,847
|
|
|
$
|
98,940
|
|
|
$
|
10,318
|
|
|
$
|
20,666
|
|
|
$
|
118,101
|
|
|
$
|
13,117
|
|
(2) The following table presents the reconciliation of total segment income (loss) before income taxes to consolidated income (loss) before income taxes for the periods presented (in thousands, unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30, 2020
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Total segment income (loss) before income taxes
|
$
|
74,933
|
|
|
$
|
(58,071)
|
|
|
$
|
(138,809)
|
|
|
$
|
(192,666)
|
|
Corporate interest expense
|
(37,320)
|
|
|
(16,533)
|
|
|
(100,060)
|
|
|
(41,851)
|
|
Corporate other income
|
2,382
|
|
|
8,655
|
|
|
16,203
|
|
|
26,566
|
|
Gain on partial extinguishment of 2021 Notes
|
—
|
|
|
—
|
|
|
6,391
|
|
|
—
|
|
Consolidated income (loss) before income taxes
|
$
|
39,995
|
|
|
$
|
(65,949)
|
|
|
$
|
(216,275)
|
|
|
$
|
(207,951)
|
|
Certain corporate items are not directly attributable to any of our segments, including the gain on the partial extinguishment of the 2021 Notes, interest income earned on our short-term investments included in Other income and interest costs on our convertible senior notes included in Interest expense.
Note 19. Subsequent Events
Amendment of Master Repurchase Agreement
On October 27, 2020, Zillow Home Loans amended its Citibank, N.A. repurchase agreement previously maturing on October 27, 2020 such that it now matures on October 26, 2021 and provides for an increased maximum borrowing capacity of $100.0 million. The Citibank, N.A. repurchase agreement will continue to be classified within current liabilities in our consolidated balance sheets.
Redemption of 2021 Notes
On November 4, 2020, we submitted notice to the trustee to exercise our right to redeem the remaining $265.3 million in aggregate principal amount of the 2021 Notes on December 18, 2020 (the “Redemption Date”). Holders of the 2021 Notes have the option to convert their 2021 Notes in whole or in part into shares of Class C capital stock prior to the Redemption Date at a conversion rate of 19.0985 shares of Class C capital stock per $1,000 principal amount of the 2021 Notes, equal to a conversion price of $52.3601 per share. If all holders of the 2021 Notes elect to convert their 2021 Notes into shares of Class C capital stock, the Company will issue approximately 5.1 million shares of Class C capital stock in full satisfaction of the 2021 Notes. For any holder of the 2021 Notes that does not elect to convert their 2021 Notes into shares of Class C capital stock, we will be required to redeem the 2021 Notes in cash at a redemption price equal to 100% of the principal amount of 2021 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date. We have not yet determined the impact this redemption will have on our financial statements.