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Published: 2021-05-04 16:07:29 ET
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EX-99.2 3 q12021992.htm EX-99.2 Document

Exhibit 99.2


Reported Consolidated Results

ZILLOW GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31, 2021December 31, 2020
Assets
Current assets:
Cash and cash equivalents$3,401,762 $1,703,130 
Short-term investments1,294,051 2,218,108 
Accounts receivable, net
82,461 69,940 
Mortgage loans held for sale274,319 330,758 
Inventory472,397 491,293 
Prepaid expenses and other current assets107,877 75,846 
Restricted cash120,713 75,805 
Total current assets5,753,580 4,964,880 
Contract cost assets50,182 50,719 
Property and equipment, net190,234 196,152 
Right of use assets180,610 187,960 
Goodwill1,984,907 1,984,907 
Intangible assets, net87,711 94,767 
Other assets8,678 7,175 
Total assets$8,255,902 $7,486,560 
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable$17,044 $18,974 
Accrued expenses and other current liabilities121,692 94,487 
Accrued compensation and benefits49,844 47,666 
Borrowings under credit facilities662,175 670,209 
Deferred revenue54,192 48,995 
Lease liabilities, current portion28,465 28,310 
Total current liabilities933,412 908,641 
Lease liabilities, net of current portion200,762 207,723 
Convertible senior notes1,597,205 1,613,523 
Other long-term liabilities14,485 14,857 
Total liabilities2,745,864 2,744,744 
Shareholders’ equity:
Class A common stock
Class B common stock
Class C capital stock
18 17 
Additional paid-in capital6,596,850 5,880,883 
Accumulated other comprehensive income454 164 
Accumulated deficit(1,087,291)(1,139,255)
Total shareholders’ equity5,510,038 4,741,816 
Total liabilities and shareholders’ equity$8,255,902 $7,486,560 




ZILLOW GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 Three Months Ended
March 31,
 20212020
Revenue:
Homes$704,152 $769,873 
IMT446,328 330,666 
Mortgages67,960 25,282 
Total revenue1,218,440 1,125,821 
Cost of revenue (exclusive of amortization) (1)(2):
Homes 640,618 732,199 
IMT28,016 24,318 
Mortgages18,396 5,155 
Total cost of revenue687,030 761,672 
Sales and marketing (2)193,593 204,648 
Technology and development (2)148,856 134,918 
General and administrative (2)100,551 92,285 
Impairment costs— 76,800 
Acquisition-related costs817 — 
Total costs and expenses1,130,847 1,270,323 
Income (loss) from operations87,593 (144,502)
Loss on extinguishment of debt(1,403)— 
Other income2,439 9,593 
Interest expense(39,555)(37,592)
Income (loss) before income taxes49,074 (172,501)
Income tax benefit2,890 9,228 
Net income (loss)$51,964 $(163,273)
Net income (loss) per share:
Basic$0.21 $(0.78)
Diluted$0.20 $(0.78)
Weighted-average shares outstanding:
Basic243,234 210,674 
Diluted259,346 210,674 
_________________
(1) Amortization of website development costs and intangible assets included in technology and development
$20,838 $17,184 
(2) Includes share-based compensation expense as follows:
Cost of revenue$2,386 $1,173 
Sales and marketing9,887 6,993 
Technology and development26,393 18,917 
General and administrative25,007 16,712 
Total$63,673 $43,795 
Other Financial Data:
Income (loss) before income taxes:
Homes segment$(58,474)$(97,958)
IMT segment143,575 (41,507)
Mortgages segment(1,820)(13,145)
Corporate items (3)(34,207)(19,891)
Total income (loss) before income taxes$49,074 $(172,501)
Adjusted EBITDA (4):
Homes segment$(33,948)$(74,995)
IMT segment208,583 85,717 
Mortgages segment6,347 (5,603)
Total Adjusted EBITDA$180,982 $5,119 
(3) Certain corporate items are not directly attributable to any of our segments, including the loss on extinguishment of debt, interest income earned on our short-term investments included in other income and interest costs on our convertible senior notes included in interest expense.
(4) Adjusted EBITDA is a non-GAAP financial measure; it is not calculated or presented in accordance with U.S. generally accepted accounting principles, or GAAP. See Exhibit 99.1 for more information regarding our presentation of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to net income (loss) on a consolidated basis and income (loss) before income taxes for each segment, the most directly comparable GAAP financial measures, for each of the periods presented.




ZILLOW GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Three Months Ended
March 31,
 20212020
Operating activities
Net income (loss)$51,964 $(163,273)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization28,899 29,026 
Share-based compensation expense63,673 43,795 
Amortization of right of use assets7,350 6,465 
Amortization of contract cost assets10,130 8,415 
Amortization of debt discount and debt issuance costs25,271 22,547 
Loss on extinguishment of debt1,403 — 
Impairment costs— 76,800 
Deferred income taxes(2,890)(9,228)
Loss on disposal of property and equipment and other assets4,418 1,952 
Credit loss expense128 558 
Net loss on investment securities— 434 
Amortization (accretion) of bond premium (discount)4,014 (473)
Changes in operating assets and liabilities:
Accounts receivable(12,649)(5,335)
Mortgage loans held for sale56,439 (341)
Inventory18,893 302,593 
Prepaid expenses and other assets(28,643)(2,916)
Contract cost assets(9,593)(9,771)
Lease liabilities(6,806)(1,625)
Accounts payable(2,235)7,673 
Accrued expenses and other current liabilities24,889 4,588 
Accrued compensation and benefits2,178 (4,967)
Deferred revenue5,197 (4,400)
Other long-term liabilities(372)(527)
Net cash provided by operating activities241,658 301,990 
Investing activities
Proceeds from maturities of investments920,304 296,272 
Proceeds from sales of investments— 53,997 
Purchases of investments— (58,459)
Purchases of property and equipment(11,485)(32,966)
Purchases of intangible assets(4,485)(4,503)
Net cash provided by investing activities904,334 254,341 
Financing activities
Proceeds from issuance of Class C capital stock, net of issuance costs544,557 — 
Proceeds from borrowings on credit facilities126,010 34,460 
Repayments of borrowings on credit facilities(88,340)(294,150)
Net borrowings (repayments) on warehouse line of credit and repurchase agreements(45,704)4,386 
Proceeds from exercise of stock options61,149 92,202 
Value of equity awards withheld for tax liability(124)— 
Net cash provided by (used in) financing activities597,548 (163,102)
Net increase in cash, cash equivalents and restricted cash during period1,743,540 393,229 
Cash, cash equivalents and restricted cash at beginning of period1,778,935 1,230,909 
Cash, cash equivalents and restricted cash at end of period$3,522,475 $1,624,138 
Supplemental disclosures of cash flow information
Cash paid for interest$14,191 $17,038 
Noncash transactions:
Capitalized share-based compensation$3,713 $3,670 
Write-off of fully depreciated property and equipment$11,603 $4,143 
Write-off of fully amortized intangible assets$1,300 $— 
Property and equipment purchased on account$905 $9,445 




Non-GAAP Net Income (Loss) per Share
Our presentation of non-GAAP net income (loss) per share excludes the impact of share-based compensation expense, impairment costs, acquisition-related costs, the loss on extinguishment of debt and income taxes. This measure is not a key metric used by our management and board of directors to measure operating performance or otherwise manage the business. However, we provide non-GAAP net income (loss) per share as supplemental information to investors, as we believe the exclusion of share-based compensation expense, impairment costs, acquisition-related costs, the loss on extinguishment of debt and income taxes facilitates investors’ operating performance comparisons on a period-to-period basis. You should not consider non-GAAP net income (loss) per share in isolation or as a substitute for analysis of our results as reported under GAAP.

The following table sets forth a reconciliation of non-GAAP net income (loss), adjusted, to net income (loss), as reported on a GAAP basis, and the calculation of non-GAAP net income (loss) per share - basic and diluted, for each of the periods presented (in thousands, except per share data, unaudited):
Three Months Ended
March 31,
 20212020
Net income (loss), as reported
$51,964 $(163,273)
Share-based compensation expense63,673 43,795 
Impairment costs— 76,800 
Acquisition-related costs817 — 
Loss on extinguishment of debt1,403 — 
Income tax benefit(2,890)(9,228)
Net income (loss), adjusted$114,967 $(51,906)
Non-GAAP net income (loss) per share:
Basic$0.47 $(0.25)
Diluted$0.44 $(0.25)
Weighted-average shares outstanding:
Basic243,234 210,674 
Diluted259,346 210,674 
Diluted non-GAAP net income (loss) per share for the periods presented is calculated using diluted weighted-average shares outstanding, which includes potential shares of Class A common stock and Class C capital stock for the periods in which their effect would have been dilutive. The potential shares of Class A common stock and Class C capital stock were excluded from the calculation of non-GAAP net income (loss) per share for certain periods presented if their effect would have been antidilutive. The following table reconciles the denominators used in the basic and diluted non-GAAP net income (loss) per share calculations (in thousands, unaudited):
Three Months Ended
March 31,
 20212020
Denominator for basic calculation243,234 210,674 
Effect of dilutive securities:
     Option awards12,437 — 
     Unvested restricted stock units3,675 — 
          Denominator for dilutive calculation259,346 210,674 




Segment Results of Operations
The following tables present our segment results for the periods presented (in thousands, unaudited):
 Three Months Ended
March 31, 2021
Three Months Ended
March 31, 2020
HomesIMTMortgagesHomesIMTMortgages
Revenue$704,152 $446,328 $67,960 $769,873 $330,666 $25,282 
Costs and expenses:
Cost of revenue 640,618 28,016 18,396 732,199 24,318 5,155 
Sales and marketing55,025 113,298 25,270 71,589 120,173 12,886 
Technology and development37,139 101,893 9,824 32,538 95,028 7,352 
General and administrative25,532 58,729 16,290 23,421 58,754 10,110 
Impairment costs— — — — 73,900 2,900 
Acquisition-related costs— 817 — — — — 
Total costs and expenses758,314 302,753 69,780 859,747 372,173 38,403 
Income (loss) from operations(54,162)143,575 (1,820)(89,874)(41,507)(13,121)
Segment other income— — 1,732 — — 202 
Segment interest expense (4,312)— (1,732)(8,084)— (226)
Income (loss) before income taxes (1)
$(58,474)$143,575 $(1,820)$(97,958)$(41,507)$(13,145)
(1) 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):

Three Months Ended
March 31,
20212020
Total segment income (loss) before income taxes$83,281 $(152,610)
Corporate interest expense(33,511)(29,282)
Corporate other income707 9,391 
Loss on extinguishment of debt(1,403)— 
Consolidated income (loss) before income taxes$49,074 $(172,501)
Certain corporate items are not directly attributable to any of our segments, including the loss on extinguishment of debt, interest income earned on our short-term investments included in other income and interest costs on our convertible senior notes included in interest expense.

Key Metrics
The following table presents our visits and average monthly unique users for each of the periods presented (in millions):
 Three Months Ended
March 31,
2020 to 2021
% Change
 20212020
Visits (1)2,511.2 2,117.6 19 %
Average monthly unique users (2)220.5 192.5 15 %
(1)Visits includes visits to the Zillow, Trulia and StreetEasy mobile apps and websites. We measure Zillow and StreetEasy visits with Google Analytics and Trulia visits with Adobe Analytics.
(2)Zillow, StreetEasy and HotPads measure unique users with Google Analytics, and Trulia measures unique users with Adobe Analytics.




The following table presents the number of homes sold through Zillow Offers for the periods presented:
Three Months Ended
March 31,
2020 to 2021
% Change
20212020
Number of homes sold1,9652,394(18)%

The following table presents loan origination volume by purpose and in total for Zillow Home Loans for the periods presented (in thousands):
Three Months Ended
March 31,
2020 to 2021
% Change
20212020
Purchase loan origination volume$115,238 $112,221 %
Refinance loan origination volume1,051,807 24,809 4,140 %
Total loan origination volume$1,167,045 $137,030 752 %

As we began presenting loan origination volume by purpose and in total for the three months ended March 31, 2021, the following table sets forth select historical loan origination data for each of the periods presented (in thousands):
Three Months Ended
December 31, 2020September 30, 2020June 30, 2020
Purchase loan origination volume$143,549 $163,728 $120,831 
Refinance loan origination volume687,104 353,360 147,475 
Total loan origination volume$830,653 $517,088 $268,306 


Non-GAAP Average Return on Homes Sold After Interest Expense

To provide investors with additional information regarding our Zillow Offers financial results, this Exhibit includes a calculation of Average Return on Homes Sold After Interest Expense, which is a non-GAAP financial measure. We have provided a reconciliation of Average Return on Homes Sold After Interest Expense to the most directly comparable GAAP financial measure, which is average gross profit per home for the Zillow Offers business.
We believe that Average Return on Homes Sold After Interest Expense is a useful financial measure to investors as it is one of the primary measures used by management in making investment decisions, measuring unit level economics and evaluating operating performance for the Zillow Offers business. The measure is intended to convey the unit level economics of homes sold during the period by presenting the average revenue and associated expenses directly attributed to the homes sold. We believe this average per unit measure facilitates meaningful period over period comparisons notwithstanding variability in the number of homes sold during a period and indicates ability to generate average returns on assets sold after considering home purchase costs, renovation costs, holding costs and selling costs.

We calculate the Average Return on Homes Sold After Interest Expense as revenue associated with homes sold during the period less direct costs attributable to those homes divided by the number of homes sold during the period. Specifically, direct costs include, with respect to each home sold during the period (1) home acquisition and renovation costs, which in turn include certain labor costs directly associated with these activities; (2) holding and selling costs; and (3) interest costs incurred.

Included in direct holding and interest expense amounts for the periods presented are holding and interest costs recorded as period expenses in prior periods associated with homes sold in the presented period, which are not calculated in accordance with, or as an alternative for, GAAP and should not be considered in isolation or as a substitute for results reported under GAAP. Excluded from certain of these direct cost amounts are costs recorded in the presented period related to homes that remain in inventory at the end of the period, as shown in the tables below. We make these period adjustments because we believe presenting Average Return on Homes Sold After Interest Expense in this manner provides a focused view on a subset of our assets - homes sold during the period - and reflecting costs associated with those homes sold from the time we acquire to the time we sell the home, which may be useful to investors.




Average Return on Homes Sold After Interest Expense is intended to illustrate the performance of homes sold during the period and is not intended to be a segment or company performance metric. Average Return on Homes Sold After Interest Expense is a supplemental measure of operating performance for a subset of assets and has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Average Return on Homes Sold After Interest Expense does not reflect capital expenditure requirements for such replacements or for new capital expenditure requirements;
Average Return on Homes Sold After Interest Expense does not consider the potentially dilutive impact of share-based compensation;
Average Return on Homes Sold After Interest Expense does not include period costs that were not eligible for inventory capitalization associated with homes held in inventory at the end of the period;
Average Return on Homes Sold After Interest Expense does not reflect indirect expenses included in cost of revenue, sales and marketing, technology and development, or general and administrative expenses, some of which are recurring cash expenditures necessary to operate the business; and
Average Return on Homes Sold After Interest Expense does not reflect income taxes.

On a GAAP basis, Zillow Offers average gross profit per home was $32,644 and $16,113 for three months ended March 31, 2021 and 2020, respectively.

The following table presents the total return on homes sold after interest expense and the Average Return on Homes Sold After Interest Expense for the periods presented (unaudited):
Three Months Ended
March 31, 2021
Three Months Ended
March 31, 2020
TotalAverage
Per Home
TotalAverage
Per Home
Homes sold1,965 2,394 
Zillow Offers revenue$700,974,000 $356,730 $769,112,000 $321,266 
Operating costs:
Home acquisition costs (1)610,194,000 310,531 689,654,000 288,076 
Renovation costs (1)20,822,000 10,596 36,591,000 15,284 
Holding costs (1)(2)4,552,000 2,317 9,618,000 4,018 
Selling costs26,911,000 13,695 32,913,000 13,748 
Total operating costs662,479,000 337,139 768,776,000 321,126 
Interest expense (1)(2)3,845,000 1,957 11,056,000 4,618 
Return on homes sold after interest expense$34,650,000 $17,634 $(10,720,000)$(4,478)
(1) Amount excludes expenses incurred during the period that are not related to homes sold during the period.
(2) Holding costs and interest expense include $1.7 million and $1.5 million, respectively, of costs incurred in prior periods associated with homes sold in the first quarter of 2021 and $5.2 million and $6.6 million, respectively, of costs incurred in prior periods associated with homes sold in the first quarter of 2020.




The calculation of Average Return on Homes Sold After Interest Expense includes only those expenses directly attributed to the homes sold during the period. To arrive at return on homes sold after interest expense, the Company deducts from Zillow Offers gross profit (1) holding costs incurred in the presented period and prior periods for homes sold during the presented period that are included in sales and marketing expense, (2) selling costs incurred in the presented period for homes sold during the presented period that are included in sales and marketing expense and (3) interest expense incurred in the presented period and prior periods for homes sold during the presented period. The Company adds to Zillow Offers gross profit (1) inventory valuation adjustments recorded during the presented period associated with homes that remain in inventory at period end, net of inventory valuation adjustments recorded in prior periods related to homes sold in the presented period, and indirect expenses included in cost of revenue and (2) share-based compensation expense and depreciation and amortization expense included in cost of revenue. The following table presents the calculation of Zillow Offers average gross profit per home and Average Return on Homes Sold After Interest Expense and a reconciliation of return on homes sold after interest expense to Zillow Offers gross profit for the periods presented (unaudited):
Three Months Ended
March 31,
Calculation of Average Gross Profit per Home20212020
Zillow Offers revenue$700,974,000 $769,112,000 
Zillow Offers cost of revenue636,828,000 730,537,000 
Zillow Offers gross profit$64,146,000 $38,575,000 
Homes sold1,965 2,394 
Average Zillow Offers gross profit per home$32,644 $16,113 
Reconciliation of Non-GAAP Measure to Nearest GAAP Measure
Zillow Offers gross profit$64,146,000 $38,575,000 
Holding costs included in sales and marketing (1)(3,879,000)(9,618,000)
Selling costs included in sales and marketing (2)(26,911,000)(32,913,000)
Interest expense (3)(3,845,000)(11,056,000)
Direct and indirect expenses included in cost of revenue (4)4,478,000 3,830,000 
Share-based compensation expense and depreciation and amortization expense included in cost of revenue 661,000 462,000 
Return on homes sold after interest expense$34,650,000 $(10,720,000)
Homes sold1,965 2,394 
Average return on homes sold after interest expense$17,634 $(4,478)
(1) Amount represents holding costs incurred related to homes sold in the presented period that were not eligible for inventory capitalization and were therefore expensed as period costs in the presented period and prior periods. These costs primarily include homeowners association dues, property taxes, insurance, utilities, and cleaning and maintenance costs incurred during the time a home is held for sale after the renovation period is complete. On a GAAP basis, the Company incurred a total of $3.9 million and $5.3 million of holding costs included in sales and marketing expense for the three months ended March 31, 2021 and 2020, respectively.
(2) Amount represents selling costs incurred related to homes sold in the presented period that were not eligible for inventory capitalization and were therefore expensed as period costs in the presented period. These costs primarily include agent commissions paid upon the sale of a home.
(3) Amount represents interest expense incurred related to homes sold in the presented period that was not eligible for inventory capitalization and was therefore expensed as a period cost in the presented period and prior periods.
(4) Amount includes inventory valuation adjustments recorded during the period associated with homes that remain in inventory at period end, net of inventory valuation adjustments recorded in prior periods related to homes sold in the presented period, holding costs incurred in the renovation period that are eligible for inventory capitalization and are expensed in the period presented when the associated home is sold, as well as corporate costs allocated to Zillow Offers such as headcount expenses and hosting-related costs related to the operation of our website.