Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | FIREEYE, INC. | |
Entity Central Index Key | 1,370,880 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 171,098,281 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 223,697 | $ 402,102 |
Short-term investments | 702,469 | 767,775 |
Accounts receivable, net of allowance for doubtful accounts of $1,796 and $2,021 at September 30, 2016 and December 31, 2015, respectively | 124,017 | 172,752 |
Inventories | 7,807 | 13,747 |
Prepaid expenses and other current assets | 27,957 | 30,883 |
Total current assets | 1,085,947 | 1,387,259 |
Property and equipment, net | 67,219 | 78,368 |
Goodwill | 978,387 | 750,288 |
Intangible assets, net | 260,111 | 214,560 |
Deposits and other long-term assets | 11,184 | 10,998 |
TOTAL ASSETS | 2,402,848 | 2,441,473 |
CURRENT LIABILITIES: | ||
Accounts payable | 29,817 | 43,650 |
Accrued and other current liabilities | 29,322 | 29,820 |
Accrued compensation | 126,193 | 79,294 |
Deferred revenue, current portion | 362,081 | 305,169 |
Total current liabilities | 547,413 | 457,933 |
Convertible senior notes, net | 732,868 | 706,198 |
Deferred revenue, non-current portion | 254,337 | 221,829 |
Other long-term liabilities | 8,255 | 11,141 |
Total liabilities | 1,542,873 | 1,397,101 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, par value of $0.0001 per share; 1,000,000 shares authorized, 171,004 shares and 161,643 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 17 | 16 |
Additional paid-in capital | 2,638,951 | 2,403,088 |
Treasury stock, at cost; 3,333 shares as of September 30, 2016 and December 31, 2015 | (150,000) | (150,000) |
Accumulated other comprehensive loss | (457) | (2,225) |
Accumulated deficit | (1,628,536) | (1,206,507) |
Total stockholders’ equity | 859,975 | 1,044,372 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 2,402,848 | $ 2,441,473 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,796 | $ 2,021 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (shares) | 171,004,000 | 161,643,000 |
Common stock, shares outstanding (shares) | 171,004,000 | 161,643,000 |
Treasury stock (shares) | 3,333,000 | 3,333,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | ||||
Product | $ 43,857 | $ 60,101 | $ 118,340 | $ 150,034 |
Subscription and services | 142,554 | 105,515 | 411,078 | 288,159 |
Total revenue | 186,411 | 165,616 | 529,418 | 438,193 |
Cost of revenue: | ||||
Product | 16,675 | 21,265 | 49,767 | 53,566 |
Subscription and services | 52,378 | 40,606 | 158,143 | 116,463 |
Total cost of revenue | 69,053 | 61,871 | 207,910 | 170,029 |
Total gross profit | 117,358 | 103,745 | 321,508 | 268,164 |
Operating expenses: | ||||
Research and development | 62,665 | 73,374 | 225,020 | 207,777 |
Sales and marketing | 110,756 | 117,131 | 355,189 | 340,734 |
General and administrative | 32,860 | 36,518 | 108,925 | 103,812 |
Restructuring charges | 22,423 | 0 | 27,630 | 0 |
Total operating expenses | 228,704 | 227,023 | 716,764 | 652,323 |
Operating loss | (111,346) | (123,278) | (395,256) | (384,159) |
Interest income | 1,687 | 956 | 4,779 | 1,616 |
Interest expense | (12,019) | (11,587) | (35,737) | (15,425) |
Other expense, net | (467) | (985) | (843) | (2,559) |
Loss before income taxes | (122,145) | (134,894) | (427,057) | (400,527) |
Provision for (benefit from) income taxes | 1,228 | 636 | (8,464) | 2,540 |
Net loss attributable to common stockholders | $ (123,373) | $ (135,530) | $ (418,593) | $ (403,067) |
Net loss per share attributable to common stockholders, basic and diluted (usd per share) | $ (0.75) | $ (0.88) | $ (2.59) | $ (2.63) |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted (shares) | 164,728 | 154,523 | 161,862 | 153,440 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (123,373) | $ (135,530) | $ (418,593) | $ (403,067) |
Change in net unrealized gains/(losses) on available-for-sale investments, net of tax | (870) | 48 | 1,768 | 17 |
Comprehensive loss | $ (124,243) | $ (135,482) | $ (416,825) | $ (403,050) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (418,593) | $ (403,067) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 90,852 | 82,154 |
Stock-based compensation | 168,117 | 164,652 |
Non-cash interest expense related to convertible senior notes | 26,670 | 11,397 |
Change in fair value of contingent earn-out liability | 1,756 | 0 |
Deferred income taxes | (11,836) | 120 |
Other | 6,984 | 3,144 |
Changes in operating assets and liabilities, net of business acquisitions: | ||
Accounts receivable | 60,372 | 50,885 |
Inventories | 2,985 | (4,986) |
Prepaid expenses and other assets | 4,258 | 1,059 |
Accounts payable | (11,598) | 1,289 |
Accrued liabilities | (5,059) | 7,554 |
Accrued transaction costs of acquiree | (7,727) | 0 |
Accrued compensation | 6,142 | 8,305 |
Deferred revenue | 68,334 | 102,324 |
Other long-term liabilities | (3,174) | 2,741 |
Net cash provided by (used in) operating activities | (21,517) | 27,571 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment and demonstration units | (28,009) | (37,193) |
Purchases of short-term investments | (379,695) | (640,162) |
Proceeds from maturities of short-term investments | 438,624 | 159,149 |
Proceeds from sales of short-term investments | 4,507 | 0 |
Business acquisitions, net of cash acquired | (204,926) | 0 |
Lease deposits | (480) | (627) |
Net cash used in investing activities | (169,979) | (518,833) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from issuance of convertible senior notes | 0 | 896,530 |
Prepaid forward stock purchase | 0 | (150,000) |
Repayment of debt of acquired business | (8,842) | 0 |
Payments for contingent earn-outs | (87) | 0 |
Payment related to shares withheld for taxes | (1,124) | (2,027) |
Proceeds from employee stock purchase plan | 12,684 | 10,835 |
Proceeds from exercise of equity awards | 10,460 | 26,462 |
Net cash provided by financing activities | 13,091 | 781,800 |
Net change in cash and cash equivalents | (178,405) | 290,538 |
Cash and cash equivalents, beginning of period | 402,102 | 146,363 |
Cash and cash equivalents, end of period | 223,697 | 436,901 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 4,352 | 1,392 |
Cash paid for interest | 6,060 | 0 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Vesting of early exercised stock options | 1,296 | 1,743 |
Common stock issued in connection with acquisitions | 41,000 | 0 |
Contingent earn-out in connection with acquisitions | 39,088 | 0 |
Purchases of property and equipment and demonstration units in accounts payable and accrued liabilities | $ 6,087 | $ 4,981 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Description of Business FireEye, Inc., with principal executive offices located in Milpitas, California, was incorporated as NetForts, Inc. on February 18, 2004, under the laws of the State of Delaware, and changed its name to FireEye, Inc. on September 7, 2005. FireEye, Inc. and its wholly owned subsidiaries (collectively, the “Company”, “we”, “us” or “our”) is a leader in stopping advanced cyber attacks that use advanced malware, zero-day exploits, and APT (“Advanced Persistent Threat”) tactics. Our solutions supplement traditional and next-generation firewalls, Intrusion Prevention Systems (“IPS”), anti-virus, and gateways, which cannot stop advanced threats, leaving security holes in networks. We offer a solution that detects and blocks attacks across Web, email, endpoint, file and mobile threat vectors, as well as latent malware resident on file shares. Our solutions address all stages of an attack lifecycle with a signature-less engine utilizing stateful attack analysis to detect zero-day threats. In February 2016, we acquired Invotas International Corporation (“Invotas”), a provider of security automation and orchestration technology. We paid upfront cash consideration of $17.7 million and issued 742,026 shares of our common stock with an estimated fair value of $11.1 million . In January 2016, we acquired iSIGHT Security, Inc. (d/b/a iSIGHT Partners, Inc.) (“iSIGHT”), one of the world’s leading providers of cyber threat intelligence for global enterprises. We paid upfront cash consideration of $192.8 million , incurred liabilities of $39.1 million contingent upon the achievement of a threat intelligence bookings target on or before the end of the second quarter of 2018, and issued 1,793,305 shares of our common stock with an estimated fair value of $29.9 million . In June 2015, we issued $460.0 million principal amount of 1.000% Convertible Senior Notes due 2035 (the “Series A Notes”) and $460.0 million principal amount of 1.625% Convertible Senior Notes due 2035 (the “Series B Notes” and together with the Series A Notes, the “Convertible Senior Notes”), in a private placement to qualified institutional purchasers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). We recognized total net proceeds after the initial purchasers' discount and issuance costs of $896.5 million . In connection with the issuance of the Convertible Senior Notes, we also entered into privately negotiated prepaid forward stock purchase transactions (each a “Prepaid Forward”) with one of the initial purchasers of the Convertible Senior Notes, pursuant to which we paid approximately $150.0 million . The amount of the prepaid is equivalent to approximately 3.3 million shares which are to be settled on or around June 1, 2020 and June 1, 2022, respectively, subject to any early settlement in whole or part of each Prepaid Forward. We sell the majority of our products, subscriptions and services to end-customers through distributors, resellers, and strategic partners, with a lesser percentage of sales directly to end-customers. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of FireEye, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and following the requirements of the Securities and Exchange Commission (“SEC”), for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as our annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair statement of our financial information. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any other future year. The balance sheet as of December 31, 2015 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for annual consolidated financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2015 included in our Annual Report on Form 10-K, which was filed with the SEC on February 26, 2016 . Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such management estimates include, but are not limited to, the best estimate of selling price for our products and services, commissions expense, future taxable income, contract manufacturer liabilities, litigation and settlement costs and other loss contingencies, fair value of our stock options and the purchase price allocation of acquired businesses. We base our estimates on historical experience and also on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods, and it is possible that actual results could differ from current or revised future estimates. Summary of Significant Accounting Policies There have been no significant changes to our significant accounting policies as of and for the three and nine months ended September 30, 2016 , as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2015 , except with respect to changes in our policy on Stock-Based Compensation. Stock-Based Compensation As permitted under ASU 2016-09, we have elected to recognize forfeitures as they occur, and no longer estimate a forfeiture rate when calculating the stock-based compensation for our equity awards. Recent Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). This standard clarifies how certain cash receipts and payments should be classified in the statement of cash flows, including the cash settlement of our Convertible Senior Notes. Upon cash settlement, repayment of the principal amount will be bifurcated between cash outflows for operating activities for the portion related to accreted interest attributable to debt discounts arising from the difference between the coupon interest rate and the effective interest rate, and financing activities for the remainder. This will result in $233.9 million of accreted interest being classified as cash used in operating activities in our consolidated financial statements upon cash settlement. See Note 8 Convertible Senior Notes regarding timing of settlement. The guidance is effective for us beginning in the first quarter of 2018, and should be applied retrospectively. Early adoption is permitted. We elected to early adopt this standard in the third quarter of 2016. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard changes the impairment model for most financial assets and certain other instruments by introducing a current expected credit loss (CECL) model. The CECL model is a more forward-looking approach based on expected losses rather than incurred losses, requiring entities to estimate and record losses expected over the remaining contractual life of an asset. The guidance is effective for us beginning in the first quarter of 2020. Early adoption beginning in 2019 is permitted. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This standard simplifies various aspects related to how share-based payments are accounted for and presented in the financial statements, including income taxes, forfeitures and statutory tax withholding requirements. The guidance is effective for us beginning in the first quarter of 2017. Early adoption is permitted. We elected to early adopt this standard in the first quarter of 2016. As a result of adopting this standard, we have made an accounting policy election to account for forfeitures as they occur. This change has been applied on a modified retrospective basis, resulting in a cumulative-effect adjustment to increase accumulated deficit by $3.4 million as of January 1, 2016; the date of adoption. The adoption of this guidance also requires excess tax benefits and tax deficiencies be recorded in the income statement as opposed to additional paid-in capital when the awards vest or are settled, and has been applied on a prospective basis. The adoption of additional amendments related to the timing of when excess tax benefits are recognized and the accounting for minimum statutory withholding tax requirements included in this guidance has no impact on our current condensed consolidated financial statements or on any prior period financial statements presented. This guidance also requires changes in the classification of shares withheld to pay employee taxes and excess tax benefits on the consolidated statements of cash flows. The amendments require cash paid by an employer when directly withholding shares for tax-withholding purposes be classified as a financing activity, and be applied retrospectively to all prior periods presented. As these cash flows have previously been presented as financing activities, there is no change resulting from the adoption of this amendment. The amendments also require excess tax benefits be classified as an operating activity, consistent with other income tax cash flows, and may be applied either on a retrospective or prospective basis. We have elected to apply this amendment on a prospective basis, as there is no impact to our prior period consolidated statements of cash flows. As such, prior periods have not been adjusted. In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the Emerging Issues Task Force). This standard clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. The guidance is effective for us beginning in the first quarter of 2017 and should be applied on a modified retrospective basis to existing debt instruments as of the beginning of the fiscal year for which the amendments are effective. Early adoption is permitted. We elected to early adopt this standard in the third quarter of 2016. As we previously assessed the embedded call (put) options associated with our Convertible Senior Notes in accordance with the requirements in this guidance, the adoption of this standard did not have any impact on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance is effective for us beginning in the first quarter of 2019, and should be applied on a modified retrospective basis. Early adoption is permitted. We expect the adoption of this standard to have a material impact on our consolidated financial statements and related disclosures. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This standard eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Under this guidance, measurement-period adjustments will be recognized during the period in which they are determined. We adopted this standard in the first quarter of 2016 and the adoption did not have a material impact on our consolidated financial statements and related disclosures. See Note 5 for details of measurement-period adjustments. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB decided to defer the effective date by one year, and as a result, the guidance is effective for us beginning in the first quarter of 2018. Early adoption as of the original effective date would be permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. During 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients. These standards were issued to address implementation issues raised by the FASB-IASB Joint Transition Resource Group for Revenue Recognition (TRG). We are currently evaluating the impact the adoption of the new revenue guidance and related updates will have on our consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties About an Entity’s Ability to Continue as a Going Concern. This standard provides guidance on how and when reporting entities must disclose going-concern uncertainties in their financial statements. The guidance is effective for us beginning in the first quarter of 2017. Early adoption is permitted. The adoption of this standard is not expected to have an impact on our consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The accounting guidance for fair value measurements provides a framework for measuring fair value on either a recurring or nonrecurring basis, whereby the inputs used in our valuation techniques are assigned a hierarchical level. The following are the three levels of inputs to measure fair value: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs that reflect quoted prices for identical assets or liabilities in less active markets; quoted prices for similar assets or liabilities in active markets; benchmark yields, reported trades, broker/dealer quotes, inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3: Unobservable inputs that reflect our own assumptions incorporated in valuation techniques used to measure fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our own or the counterparty’s non-performance risk is considered in measuring the fair values of assets. The following table presents our assets and liabilities measured at fair value on a recurring basis using the above input categories (in thousands): As of September 30, 2016 As of December 31, 2015 Description Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 525 $ — $ — $ 525 $ 210,533 $ — $ — $ 210,533 U.S. Government agencies — 9,301 — 9,301 — — — — Total cash equivalents 525 9,301 — 9,826 210,533 — — 210,533 Short-term investments: Certificates of deposit — 11,024 — 11,024 — 19,124 — 19,124 Commercial paper — 29,818 — 29,818 — — — — Corporate notes and bonds — 419,888 — 419,888 — 447,267 — 447,267 U.S. Government agencies — 241,739 — 241,739 — 301,384 — 301,384 Total short-term investments — 702,469 — 702,469 — 767,775 — 767,775 Total assets measured at fair value $ 525 $ 711,770 $ — $ 712,295 $ 210,533 $ 767,775 $ — $ 978,308 Liabilities Contingent earn-out $ — $ — $ 40,757 $ 40,757 $ — $ — $ — $ — Total liabilities measured at fair value $ — $ — $ 40,757 $ 40,757 $ — $ — $ — $ — The estimated fair value of the contingent earn-out incurred in connection with our acquisition of iSIGHT is considered to be a Level 3 measurement due to the use of significant unobservable inputs. The value was determined using a discounted risk-adjusted expected (probability-weighted) cash flow methodology, by applying a real options approach model. The real options approach incorporated management's estimates of expected quarterly growth rates in bookings ( 63% on average), which could not be corroborated by observable market data, with the volatility of revenue for comparable companies ( 16.5% on average) and the correlation between comparable companies' quarterly revenue growth and that of the S&P 500 Index ( 44.7% on average), which are observable in the market, to determine the probability of achieving estimated bookings within the earn-out period of performance ( 2.5 years ). The resulting expected earn-out payment was discounted back to present value using our cost of debt (ranging from 6.3% to 7.1% ). The following is a reconciliation of the Level 3 contingent earn-out liability for the nine months ended September 30, 2016 (in thousands): Amount Balance at acquisition (January 14, 2016) $ 35,588 Measurement period adjustments (1) 3,500 Changes in fair value (2) 1,756 Cash payments (87 ) Balance as of September 30, 2016 $ 40,757 (1) See Note 5 Business Combinations for adjustments made to initial amounts recorded in our acquisition of iSIGHT. (2) Changes in fair value are recorded in general and administrative expenses in our condensed consolidated statements of operations. Additionally, we have a restructuring liability related to certain real estate facilities which was calculated based on the present value of future lease payments, less estimated sublease income, discounted at a rate commensurate with our current cost of financing. This non-recurring fair value measurement is considered to be a Level 3 measurement due to the use of significant unobservable inputs. To the extent that actual sublease income or the timing of subleasing these facilities is different than initial estimates, we will adjust the restructuring liability in the period during which such information becomes known. See Note 6 Restructuring Charges for a reconciliation of this liability. We measure certain assets, including goodwill, intangible assets and our equity-method investment in a private company at fair value on a nonrecurring basis when there are identifiable events or changes in circumstances that may have a significant adverse impact on the fair value of these assets. No such events or changes occurred during the nine months ended September 30, 2016 . The estimated fair value of the Convertible Senior Notes as of September 30, 2016 was determined to be $844.3 million , based on quoted market prices. We consider the fair value of the Convertible Senior Notes to be a Level 2 measurement as they are not actively traded. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Our investments consisted of the following (in thousands): As of September 30, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalent Short-Term Investment Certificates of deposit $ 11,000 $ 25 $ (1 ) $ 11,024 $ — $ 11,024 Commercial paper 29,856 — (38 ) 29,818 — 29,818 Corporate notes and bonds 420,244 136 (492 ) 419,888 — 419,888 U.S. Government agencies 251,127 41 (128 ) 251,040 9,301 241,739 Total $ 712,227 $ 202 $ (659 ) $ 711,770 $ 9,301 $ 702,469 As of December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalent Short-Term Investment Certificates of deposit $ 19,160 $ — $ (36 ) $ 19,124 $ — $ 19,124 Corporate notes and bonds 448,688 — (1,421 ) 447,267 — 447,267 U.S. Government agencies 302,152 2 (770 ) 301,384 — 301,384 Total $ 770,000 $ 2 $ (2,227 ) $ 767,775 $ — $ 767,775 The following tables present the gross unrealized losses and related fair values of our investments that have been in a continuous unrealized loss position (in thousands): As of September 30, 2016 Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Certificates of deposit $ 199 $ (1 ) $ — $ — $ 199 $ (1 ) Commercial paper 29,818 (38 ) — — 29,818 (38 ) Corporate notes and bonds 248,389 (403 ) 95,971 (89 ) 344,360 (492 ) U.S. Government agencies 128,697 (128 ) 3,000 — 131,697 (128 ) Total $ 407,103 $ (570 ) $ 98,971 $ (89 ) $ 506,074 $ (659 ) As of December 31, 2015 Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Certificates of deposit $ 18,404 $ (36 ) $ — $ — $ 18,404 $ (36 ) Corporate notes and bonds 430,466 (1,407 ) 16,801 (15 ) 447,267 (1,422 ) U.S. Government agencies 266,541 (761 ) 8,992 (8 ) 275,533 (769 ) Total $ 715,411 $ (2,204 ) $ 25,793 $ (23 ) $ 741,204 $ (2,227 ) Unrealized losses related to these investments are due to interest rate fluctuations as opposed to credit quality. In addition, we do not intend to sell, and it is not more likely than not that we would be required to sell, these investments before recovery of their cost basis. As a result, there is no other-than-temporary impairment for these investments as of September 30, 2016 and December 31, 2015 . The following table summarizes the contractual maturities of our investments at September 30, 2016 (in thousands): Amortized Cost Fair Value Due within one year $ 381,818 $ 381,612 Due within one to two years 330,409 330,158 Total $ 712,227 $ 711,770 All available-for-sale securities have been classified as current, based on management's intent and ability to use the funds in current operations. During 2015, we invested in a privately held company, obtaining an initial 12.5% ownership interest. This investment is accounted for under the equity method based on our ability to exercise significant influence over operating and financial policies of the investee, and is classified within deposits and other long-term assets on our condensed consolidated balance sheets. The carrying value of this investment was $1.2 million and $1.8 million as of September 30, 2016 and December 31, 2015 , respectively. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consisted of the following (in thousands): As of September 30, 2016 As of December 31, 2015 Computer equipment and software $ 140,851 $ 120,886 Leasehold improvements 41,134 41,626 Furniture and fixtures 13,805 13,470 Machinery and equipment 447 447 Total property and equipment 196,237 176,429 Less: accumulated depreciation (129,018 ) (98,061 ) Total property and equipment, net $ 67,219 $ 78,368 During the three and nine months ended September 30, 2016 , we capitalized $1.4 million and $9.4 million , respectively, of software development costs related to our cloud subscription offerings. Amortization expense related to capitalized software development costs during the three and nine months ended September 30, 2016 was $0.8 million and $1.7 million , respectively. Software development costs capitalized during the three and nine months ended September 30, 2015 were not material. Depreciation and amortization expense related to property and equipment and demonstration units during the three months ended September 30, 2016 and 2015 was $12.6 million and $15.1 million , respectively. Depreciation and amortization expense related to property and equipment and demonstration units during the nine months ended September 30, 2016 and 2015 was $39.8 million and $44.6 million , respectively. During the nine months ended September 30, 2015, we recognized $1.1 million in accelerated depreciation expense associated with changes in the estimated useful life of certain assets which were replaced in the first quarter of 2016. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Acquisition of iSIGHT On January 14, 2016, we acquired all of the outstanding shares of privately held iSIGHT, one of the world’s leading providers of cyber threat intelligence for global enterprises. The acquisition extends our intelligence network to create an advanced and comprehensive private cyber threat intelligence operation, providing customers with higher fidelity alerts, context to prioritize threats and the strategic insights to proactively prepare for threats that might target their industry or region. In connection with this acquisition, we paid upfront cash consideration of $192.8 million , incurred liabilities of $39.1 million contingent upon the achievement of a threat intelligence bookings target on or before the end of the second quarter of 2018, and issued 1,793,305 shares of our common stock with an estimated fair value of $29.9 million , which will be released to former stockholders of iSIGHT upon the achievement of the same threat intelligence bookings target stated above. This resulted in total purchase consideration of $261.8 million . The number of shares was fixed at the completion of the acquisition and is the maximum number of shares that can be released. The contingent earn-out liability is included in accrued compensation on the condensed consolidated balance sheet as of September 30, 2016 , and will result in a cash payment of $41.3 million , if and when the threat intelligence bookings target is achieved. We currently expect this target to be achieved as of the end of the fourth quarter of 2016, with subsequent payment to be made in the first quarter of 2017. The acquisition of iSIGHT was accounted for in accordance with the acquisition method of accounting for business combinations with FireEye as the accounting acquirer. Under the acquisition method of accounting, the total purchase consideration is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, using information currently available to us. During the three months ended June 30, 2016, we finalized our valuation analysis and revised our preliminary estimates of the earn-out liability and related fair value of common stock contingent upon the achievement of a threat intelligence bookings target by $3.5 million and $1.7 million , respectively, resulting in a higher purchase price of $5.2 million . As a result, we also revised our preliminary estimate of customer relationship and content intangible assets by $1.1 million and $1.2 million , respectively, resulting in an additional $0.2 million of intangible amortization. We may continue to adjust the preliminary purchase price allocation after obtaining more information regarding asset valuations, liabilities assumed, and revisions of preliminary estimates. We expensed the related acquisition costs of $1.9 million in general and administrative expenses. We also assumed and paid liabilities of $7.0 million for transaction costs incurred by iSIGHT prior to acquisition, which were accounted for separate from consideration transferred. Allocation of the preliminary purchase price of $261.8 million is as follows (in thousands): Amount Net tangible liabilities assumed $ (18,375 ) Intangible assets 85,100 Deferred tax liability (11,637 ) Goodwill 206,750 Total preliminary purchase price allocation $ 261,838 The preliminary purchase price exceeded the fair value of the net tangible and identifiable intangible assets acquired, resulting in the recognition of goodwill. Goodwill is primarily attributable to expected synergies in our subscription offerings and cross-selling opportunities. None of the goodwill is expected to be deductible for U.S. federal income tax purposes. Intangible assets consist primarily of customer relationships, content, developed technology and other intangible assets. Customer relationship intangibles relate to iSIGHT's ability to sell current and future content, as well as products built around this content, to its existing customers. Content intangibles represent threat intelligence data gathered through the analysis of cyber-crimes, cyber attacks, hacking, and cyber criminals. Intangible assets attributable to developed technology include a combination of patented and unpatented technology, trade secrets, computer software and research processes that represent the foundation for the existing and planned new products to facilitate the generation of new content. The estimated useful life and fair values of the identifiable intangible assets are as follows (in thousands): Preliminary Estimated Useful Life (in years) Amount Customer relationships 7 $ 33,700 Content 4 30,100 Developed technology 4-6 17,100 Trade name 5 3,100 Non-competition agreements 2 1,100 Total identifiable intangible assets $ 85,100 The value of customer relationships and content was estimated using the excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows. To reflect the fact that certain other assets contribute to the cash flows generated, the returns for these contributory assets were removed to arrive at estimated cash flows solely attributable to the customer relationships and content, which were discounted at rates of 15% and 14% , respectively. The value of developed technology and the trade name was estimated using the relief-from-royalty method, an income approach (Level 3), which estimates the cost savings that accrue to the owner of the intangible asset that would otherwise be payable as royalties or license fees on revenues earned through the use of the asset. A royalty rate is applied to the projected revenues associated with the intangible asset to determine the amount of savings, which is then discounted to determine the fair value. The developed technology and trade name were valued using royalty rates of 10% and 1% , respectively, and discounted at rates of 14% and 15% , respectively. The results of operations of iSIGHT have been included in our condensed consolidated statements of operations from the acquisition date, and contributed $9.4 million to our consolidated revenues and $2.3 million to our consolidated net loss during the three months ended March 31, 2016. Subsequent to March 31, 2016, the operations of iSIGHT were integrated with the Company's operations. Pro forma results of operations have not been presented because the acquisition was not material to our results of operations. Acquisition of Invotas On February 1, 2016, we acquired all of the outstanding shares of privately held Invotas, a provider of security automation and orchestration technology. This acquisition enables us to deliver a premier security orchestration capability as part of our global threat management platform to unify cyber attack detection results, threat intelligence and incident response elements of an organization’s security program into a single console, giving enterprises the ability to respond more quickly to attacks through automation. In connection with this acquisition, we paid upfront cash consideration of $17.7 million and issued 742,026 shares of our common stock with an estimated fair value of $11.1 million . This resulted in total purchase consideration of $28.8 million . Additionally, we replaced unvested option awards with grants of 95,614 restricted stock units which will vest over the requisite service period of four years, and granted an additional 1,002,748 restricted stock units which will vest upon the achievement of stated performance milestones over a period of approximately three years, subject to continuing service during that time. These awards are being recognized as operating expense over the requisite service periods as they relate to post-combination services. The acquisition of Invotas was accounted for in accordance with the acquisition method of accounting for business combinations with FireEye as the accounting acquirer. We expensed the related acquisition costs of $0.5 million in general and administrative expenses. We also assumed and paid liabilities of $0.7 million for transaction costs incurred by Invotas prior to acquisition, which were accounted for separate from consideration transferred. Under the acquisition method of accounting, the total purchase consideration is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The total purchase price of $28.8 million was allocated using information currently available to us. As a result, we may continue to adjust the preliminary purchase price allocation after obtaining more information regarding asset valuations, liabilities assumed, and revisions of preliminary estimates. Allocation of the preliminary purchase price is as follows (in thousands): Amount Net tangible liabilities assumed $ (306 ) Intangible assets 8,400 Deferred tax liability (688 ) Goodwill 21,349 Total preliminary purchase price allocation $ 28,755 The preliminary purchase price exceeded the fair value of the net tangible and identifiable intangible assets acquired, resulting in the recognition of goodwill. Goodwill is primarily attributable to increased selling opportunities. None of the goodwill is expected to be deductible for U.S. federal income tax purposes. Intangible assets consist primarily of developed technology, in-process research and development and other intangible assets. Developed technology intangibles include a combination of patented and unpatented technology, trade secrets, computer software and research processes that represent the foundation for the existing and planned new product offerings. The in-process research and development intangible represents the estimated fair value of acquired research projects which had not reached technological feasibility at acquisition date, but have since been developed into products. The estimated useful life and fair values of the identifiable intangible assets are as follows (in thousands): Preliminary Estimated Useful Life (in years) Amount Developed technology 4 $ 4,500 In-process research and development N/A 2,800 Customer relationships 10 800 Non-competition agreements 3 300 Total identifiable intangible assets $ 8,400 The value of developed technology and in-process research and development (IPR&D) was estimated using the excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows. To reflect the fact that certain other assets contribute to the cash flows generated, the returns for these contributory assets were removed to arrive at estimated cash flows solely attributable to the developed technology and IPR&D, which were discounted at rates of 16% and 17% , respectively. The results of operations of Invotas have been included in our condensed consolidated statements of operations from the acquisition date, although such results did not have a material impact on our consolidated revenues or net loss during the nine months ended September 30, 2016 . Pro forma results of operations have not been presented because the acquisition was not material to our results of operations. Goodwill and Purchased Intangible Assets Changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are as follows (in thousands): Amount Balance as of December 31, 2015 $ 750,288 Goodwill acquired 228,099 Balance as of September 30, 2016 $ 978,387 Purchased intangible assets consisted of the following (in thousands): As of September 30, 2016 As of December 31, 2015 Developed technology $ 102,593 $ 78,193 Content 158,700 128,600 Customer relationships 109,800 75,300 Contract backlog 12,500 12,500 Trade names 15,500 12,400 Non-competition agreements 1,400 — Total intangible assets 400,493 306,993 Less: accumulated amortization (140,382 ) (92,433 ) Total net intangible assets $ 260,111 $ 214,560 In-process research and development of $2.8 million obtained in our acquisition of Invotas reached technological feasibility during the three months ended June 30, 2016, resulting in its reclassification to developed technology. Amortization expense of intangible assets during the three months ended September 30, 2016 and 2015 was $16.3 million and $11.8 million , respectively. Amortization expense of intangible assets during the nine months ended September 30, 2016 and 2015 was $47.9 million and $35.3 million , respectively. The expected future annual amortization expense of intangible assets as of September 30, 2016 is presented below (in thousands): Years Ending December 31, Amount 2016 (remaining three months) $ 16,079 2017 59,118 2018 47,433 2019 45,547 2020 31,171 2021 and thereafter 60,763 Total $ 260,111 |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges In addition to our restructuring plans initiated in August 2014 and February 2016, our Board of Directors approved a restructuring plan and reduction in workforce in August 2016 designed to reduce operating expenses and align our expense structure with current growth expectations. This resulted in a 10% reduction in our workforce, the consolidation of certain real estate facilities and impairment of certain assets. The following table sets forth a summary of restructuring activities during the nine months ended September 30, 2016 (in thousands): Severance and related costs Facilities costs Total costs Balance, December 31, 2015 $ — $ 217 $ 217 Provision for restructuring charges 21,529 1,492 23,021 Cash payments (11,896 ) (567 ) (12,463 ) Other adjustments — 1,744 1,744 Balance, September 30, 2016 $ 9,633 $ 2,886 $ 12,519 The total provision for restructuring charges during the nine months ended September 30, 2016 of $27.6 million includes $23.0 million of cash charges shown above, as well as non-cash charges of $3.5 million related to fixed asset write-offs and $1.1 million related to stock-based compensation. Other adjustments of $1.7 million primarily represent a reclassification of deferred rent liabilities related to closed facilities. The remaining restructuring balance of $12.5 million at September 30, 2016 is composed of $9.6 million of severance payments which we expect to pay during the fourth quarter of 2016, and $2.9 million of non-cancelable lease costs which we expect to pay over the terms of the related obligations through the third quarter of 2024, net of sublease income. |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2016 | |
Revenue Recognition [Abstract] | |
Deferred Revenue | Deferred Revenue Deferred revenue consisted of the following (in thousands): As of September 30, 2016 As of December 31, 2015 Product, current $ 9,248 $ 8,200 Subscription and services, current 352,833 296,969 Total deferred revenue, current 362,081 305,169 Product, non-current 4,520 3,051 Subscription and services, non-current 249,817 218,778 Total deferred revenue, non-current 254,337 221,829 Total deferred revenue $ 616,418 $ 526,998 |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes Convertible Senior Notes In June 2015, we issued $460.0 million principal amount of Series A Notes and $460.0 million principal amount of Series B Notes, including the full exercise of the initial purchasers' over-allotment option, in a private placement to qualified institutional purchasers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The net proceeds after the initial purchasers' discount of $23.0 million and issuance costs of $0.5 million from the Convertible Senior Notes were $896.5 million . The Series A Notes and Series B Notes bear interest at 1.000% per year and 1.625% per year, respectively, payable semiannually in arrears on June 1 and December 1 of each year, beginning December 1, 2015. The Convertible Senior Notes mature on June 1, 2035, unless earlier repurchased, redeemed or converted. The Convertible Senior Notes are unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes. They rank equally in right of payment with all of our existing and future liabilities that are not expressly subordinated to the Convertible Senior Notes and effectively rank junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness. They are structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. The Convertible Senior Notes do not contain any financial covenants and do not restrict us from paying dividends or issuing or repurchasing our other securities. The initial conversion rate on each series of Convertible Senior Notes is 16.4572 shares of our common stock per $1,000 principal amount of Convertible Senior Notes, which is equivalent to an initial conversion price of approximately $60.76 per share of common stock. The conversion rate of each series of Convertible Senior Notes may be adjusted upon the occurrence of certain specified events, but not for accrued and unpaid interest. Holders may convert the Convertible Senior Notes at their option in multiples of $1,000 principal amount prior to March 1, 2035, excluding the period from March 1, 2020 to June 1, 2020 in the case of the Series A Notes and March 1, 2022 to June 1, 2022 in the case of the Series B Notes, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ended on September 30, 2015 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Convertible Senior Notes of the relevant series on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of Series A Notes or Series B Notes, as applicable, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the notes of the relevant series on each such trading day; • if we call any or all of the Convertible Senior Notes of a series for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the relevant redemption date; or • upon the occurrence of specified corporate events, as specified in each indenture governing the Convertible Senior Notes. Regardless of the foregoing conditions, holders may convert their Convertible Senior Notes at their option in multiples of $1,000 principal amount at any time during the period from March 1, 2020 to June 1, 2020 in the case of the Series A Notes and during the period from March 1, 2022 to June 1, 2022 in the case of the Series B Notes, or after March 1, 2035 until maturity for either series of Convertible Senior Notes. Upon conversion, the Convertible Senior Notes can be settled in cash, shares of our common stock or any combination thereof at our option. We may be required by holders of the Convertible Senior Notes to repurchase all or any portion of their Convertible Senior Notes at 100% of the principal amount plus accrued and unpaid interest, on each of June 1, 2020, June 1, 2025 and June 1, 2030, in the case of the Series A Notes, and each of June 1, 2022, June 1, 2025 and June 1, 2030 in the case of the Series B Notes. Holders may also require us to repurchase the Convertible Senior Notes if we undergo a "fundamental change," as defined in each indenture governing the Convertible Senior Notes, at a purchase price equal to 100% of the principal amount, plus accrued and unpaid interest. Additionally, we may redeem for cash all or any portion of the Series B Notes on or after June 1, 2020 until June 1, 2022 if the last reported sale price of our common 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 (including the last trading day of such period) ending not more than three trading days immediately preceding the date we provide notice of redemption. We also may redeem for cash all or any portion of the Series A Notes on or after June 1, 2020 until maturity and all or any portion of the Series B Notes on or after June 1, 2022 until maturity, regardless of the foregoing sale price condition. In accordance with accounting for debt with conversions and other options, we allocated the principal amount of the Convertible Senior Notes into liability and equity components. We also allocated the total amount of initial purchasers' discount and transaction costs incurred to the liability and equity components using the same proportions as the proceeds from the Convertible Senior Notes. Transaction costs of $0.4 million and $0.1 million and initial purchasers' discount of $17.6 million and $5.4 million were attributable to the liability component and equity component of the Convertible Senior Notes, respectively. The liability and equity components of the Convertible Senior Notes consisted of the following (in thousands): As of September 30, 2016 As of December 31, 2015 Series A Notes Series B Notes Series A Notes Series B Notes Liability component: Principal $ 460,000 $ 460,000 $ 460,000 $ 460,000 Less: Convertible senior notes discounts and issuance costs, net of amortization (79,055 ) (108,077 ) (93,469 ) (120,333 ) Net carrying amount $ 380,945 $ 351,923 $ 366,531 $ 339,667 Equity component, net of issuance costs $ 92,567 $ 117,834 $ 92,567 $ 117,834 The unamortized discounts and issuance costs as of September 30, 2016 will be amortized over a weighted-average remaining period of approximately five years. Interest expense for the three and nine months ended September 30, 2016 related to the Convertible Senior Notes consisted of the following (in thousands): Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Series A Notes Series B Notes Series A Notes Series B Notes Coupon interest $ 1,150 $ 1,869 $ 3,450 $ 5,606 Amortization of convertible senior notes discounts and issuance costs 4,867 4,133 14,414 12,256 Total interest expense recognized $ 6,017 $ 6,002 $ 17,864 $ 17,862 Effective interest rate on the liability component 6.4 % 6.9 % 6.5 % 7.0 % Interest expense for the three and nine months ended September 30, 2015 related to the Convertible Senior Notes consisted of the following (in thousands): Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Series A Notes Series B Notes Series A Notes Series B Notes Coupon interest $ 1,150 $ 1,869 $ 1,533 $ 2,492 Amortization of convertible senior notes discounts and issuance costs 4,623 3,942 6,150 5,247 Total interest expense recognized $ 5,773 $ 5,811 $ 7,683 $ 7,739 Effective interest rate on the liability component 6.5 % 7.0 % 6.5 % 7.0 % Prepaid Forward Stock Purchase In connection with the issuance of the Convertible Senior Notes, we also entered into privately negotiated Prepaid Forwards with one of the initial purchasers of the Convertible Senior Notes (the “Forward Counterparty”), pursuant to which we paid approximately $150.0 million . The amount of the prepaid is equivalent to approximately 3.3 million shares which are to be settled on or around June 1, 2020 and June 1, 2022, respectively, subject to any early settlement, in whole or in part, of each Prepaid Forward. The Prepaid Forwards are intended to facilitate privately negotiated derivative transactions by which investors in the Convertible Senior Notes will be able to hedge their investment in the Convertible Senior Notes. In the event we pay any cash dividends on our common stock, the Forward Counterparty will pay an equivalent amount back to us. The related shares were accounted for as a repurchase of common stock, and are presented as Treasury Stock in the unaudited condensed consolidated balance sheets. The 3.3 million shares of common stock purchased under the Prepaid Forwards are excluded from weighted-average shares outstanding for basic and diluted EPS purposes although they remain legally outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases We lease our facilities under various non-cancelable operating leases, which expire on various dates through the year ending December 31, 2027. In August 2016, we entered into a lease agreement for our new corporate headquarters, expected to commence mid-2017. Rent expense is recognized using the straight-line method over the term of the lease. Rent expense, net of sublease income, was $3.0 million and $3.7 million for the three months ended September 30, 2016 and 2015 , respectively. Rent expense, net of sublease income, was $10.9 million and $10.5 million for the nine months ended September 30, 2016 and 2015 , respectively. The aggregate future non-cancelable minimum rental payments on our operating leases, as of September 30, 2016 , are as follows (in thousands): Years Ending December 31, Amount 2016 (remaining three months) $ 3,244 2017 17,192 2018 15,780 2019 12,235 2020 12,271 2021 and thereafter 49,891 Total $ 110,613 Total future non-cancelable minimum rental payments have not been reduced by future minimum sublease rentals totaling $7.0 million . We are party to letters of credit totaling $2.0 million and $1.2 million as of September 30, 2016 and December 31, 2015 , respectively, issued primarily in support of operating leases at several of our facilities. These letters of credit are collateralized by a line with our bank. No amounts have been drawn against these letters of credit. Contract Manufacturer Commitments Our independent contract manufacturers procure components and assemble our products based on our forecasts. These forecasts are based on estimates of future demand for our products, which are in turn based on historical trends and an analysis from our sales and product marketing organizations, adjusted for overall market conditions. In order to reduce manufacturing lead times and plan for adequate supply, we may issue forecasts and orders for components and products that are non-cancelable. As of September 30, 2016 and December 31, 2015 , we had non-cancelable open orders of $15.1 million and $16.9 million , respectively. We are required to record a liability for firm, non-cancelable and unconditional purchase commitments with contract manufacturers and suppliers for quantities in excess of our future demand forecasts. As of September 30, 2016 , we have not accrued any significant costs for such non-cancelable commitments. Purchase Obligations As of September 30, 2016 , we had approximately $23.0 million of non-cancelable firm purchase commitments primarily for purchases of software and services. In those situations in which we have received delivery of the goods or services as of September 30, 2016 under purchase orders outstanding as of the same date, such amounts are reflected in the condensed consolidated balance sheet as accounts payable or accrued liabilities, and are excluded from the $23.0 million . Litigation We accrue for contingencies when we believe that a loss is probable and that we can reasonably estimate the amount of any such loss. We have made an assessment of the probability of incurring any such losses and whether or not those losses are estimable. On June 20, 2014, a purported stockholder class action lawsuit was filed in the Superior Court of California, County of Santa Clara, against the Company, current and former members of our Board of Directors, current and former officers, and the underwriters of our March 2014 follow-on public offering. On July 17, 2014, a substantially similar lawsuit was filed in the same court against the same defendants. The actions were consolidated and, on March 4, 2015, an amended complaint was filed, alleging violations of the federal securities laws on behalf of a purported class consisting of purchasers of the Company's common stock pursuant or traceable to the registration statement and prospectus for the follow-on public offering, and seeking unspecified compensatory damages and other relief. On April 20, 2015, defendants filed demurrers seeking that the amended complaint be dismissed. On August 11, 2015, the court overruled defendants' demurrers. On January 6, 2016, the Company and the individual defendants filed a motion for judgment on the pleadings seeking that the action be dismissed for lack of subject-matter jurisdiction, which the court denied on April 1, 2016. On May 19, 2016, the Company and the individual defendants filed a petition for a writ of mandate seeking the overturning of the court's denial of the motion for judgment on the pleadings. On September 8, 2016, the court of appeal denied the petition. On September 16, 2016, the Company and the individual defendants filed a petition for review with the Supreme Court of California. On November 16, 2015, plaintiffs filed a motion seeking certification of the putative class, which the court granted in part and denied in part on July 11, 2016. The Company intends to defend the litigation vigorously. Based on information currently available, the Company has determined that the amount of any possible loss or range of possible loss is not reasonably estimable. On November 24, 2014, a purported stockholder class action lawsuit was filed in the United States District Court for the Northern District of California against the Company and certain of its officers. On June 29, 2015, plaintiffs filed a consolidated complaint alleging violations of the federal securities laws on behalf of a putative class of all persons who purchased or otherwise acquired the Company’s securities between January 2, 2014, and November 4, 2014. Plaintiffs seek, among other things, compensatory damages and attorneys’ fees and costs on behalf of the putative class. On August 21, 2015, defendants filed a motion to dismiss, which was heard on November 12, 2015. No ruling has been issued on the motion. The Company intends to defend the litigation vigorously. Based on information currently available, the Company has determined that the amount of any possible loss or range of possible loss is not reasonably estimable. On January 28, 2015, certain of the Company’s officers and directors were named as defendants in a putative derivative action filed in the Superior Court of California, County of Santa Clara. On April 21, 2015, a substantially similar lawsuit was filed in the same court against the same defendants. The Company is named as a nominal defendant in both actions. The actions were consolidated and a consolidated complaint was filed on June 15, 2015, purporting to allege claims for breach of fiduciary duty and unjust enrichment. On July 15, 2015, defendants filed demurrers to the consolidated complaint. On December 4, 2015, the court sustained, with leave to amend, defendants’ demurrers on the basis that plaintiffs had failed adequately to allege derivative standing. Plaintiffs filed an amended complaint on May 3, 2016. On June 8, 2016, defendants filed demurrers to the amended complaint, which the court sustained on August 29, 2016, dismissing the case with prejudice. Plaintiffs filed a notice of appeal on October 27, 2016. Based on information currently available, the Company has determined that the amount of any possible loss or range of possible loss is not reasonably estimable. In February 2016, a lawsuit was filed in the Superior Court of California, County of Santa Clara, by one of the plaintiffs in the aforementioned putative derivative action against the Company, seeking production of certain books and records pursuant to Delaware and California law. On May 16, 2016, the court sustained the Company's demurrer to the petition, without leave to amend. Plaintiff filed a notice of appeal on October 27, 2016. We are also subject to legal proceedings, claims and litigation, including intellectual property litigation, arising in the ordinary course of business. Such matters are subject to many uncertainties and outcomes, and are not predictable with assurance. To the extent there is a reasonable possibility that a loss exceeding amounts already recognized may be incurred, and the amount of such additional loss would be material, we will either disclose the estimated additional loss or state that such an estimate cannot be made. We do not currently believe that it is reasonably possible that additional losses in connection with litigation arising in the ordinary course of business would be material. Indemnification Under the indemnification provisions of our standard sales related contracts, we agree to defend our customers against third-party claims asserting infringement of certain intellectual property rights, which may include patents, copyrights, trademarks, or trade secrets, and to pay judgments entered on such claims. Our exposure under these indemnification provisions is generally limited to the total amount paid by our customer under the agreement. However, certain agreements include indemnification provisions that could potentially expose us to losses in excess of the amount received under the agreement. In addition, we indemnify our officers, directors, and certain key employees for actions taken while they are or were serving in good faith in such capacities. Through September 30, 2016 , there have been no claims under any indemnification provisions. |
Common Shares Reserved for Issu
Common Shares Reserved for Issuance | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Common Shares Reserved for Issuance | Common Shares Reserved for Issuance We have 100,000,000 shares of convertible preferred stock with a par value of $0.0001 per share authorized, none of which were issued and outstanding as of September 30, 2016 or December 31, 2015 . Under our amended and restated certificate of incorporation, we are authorized to issue 1,000,000,000 shares of common stock with a par value of $0.0001 per share as of September 30, 2016 and December 31, 2015 . Each share of common stock outstanding is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by our Board of Directors, subject to the prior rights of holders of all classes of convertible preferred stock outstanding. We had reserved shares of common stock for issuance as follows (in thousands): As of September 30, 2016 As of December 31, 2015 Reserved under stock award plans 40,340 38,500 Convertible Senior Notes 15,141 15,141 ESPP 3,693 3,214 Total 59,174 56,855 |
Equity Award Plans
Equity Award Plans | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Award Plans | Equity Award Plans We have operated under our 2013 Equity Incentive Plan ("2013 Plan") since our initial public offering ("IPO") in September 2013. Our 2013 Plan provides for the issuance of restricted stock and the granting of options, stock appreciation rights, performance shares, performance units and restricted stock units to our employees, officers, directors and consultants. Our 2013 Plan provides for annual increases in the number of shares available for issuance on the first day of each fiscal year. Awards granted under the 2013 Plan vest over the periods determined by our Board of Directors or compensation committee of our Board of Directors, generally four years, and stock options granted under the 2013 Plan expire no more than ten years after the date of grant. In the case of an incentive stock option granted to an employee who at the time of grant owns stock representing more than 10% of the total combined voting power of all classes of stock, the exercise price shall be no less than 110% of the fair value per share on the date of grant, and the award shall expire five years from the date of grant. For options granted to any other employee, the per share exercise price shall be no less than 100% of the fair value per share on the date of grant. In the case of non-statutory stock options and options granted to consultants, the per share exercise price shall be no less than 100% of the fair value per share on the date of grant. Stock that is purchased prior to vesting is subject to our right of repurchase at any time following termination of the participant's service for so long as such stock remains unvested. Approximately 8.6 million shares and 7.2 million shares of our common stock were reserved for future grants as of September 30, 2016 and December 31, 2015 , respectively, under the 2013 Plan . Our 2013 Employee Stock Purchase Plan ("ESPP") allows eligible employees to acquire shares of our common stock at 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the exercise date. Our ESPP provides for annual increases in the number of shares available for issuance on the first day of each fiscal year. An aggregate of 3,693,348 shares and 3,214,287 shares of common stock were available for future issuance as of September 30, 2016 and December 31, 2015 , respectively, under our ESPP. From time to time, we also grant restricted common stock or restricted stock awards outside of our equity incentive plans to certain employees in connection with acquisitions. Stock Option Activity A summary of the activity for our stock option changes during the reporting period and a summary of information related to options vested and options exercisable are presented below (in thousands, except per share amounts and contractual life years): Options Outstanding Number of Shares Weighted- Average Exercise Price Weighted- Average Grant Date Fair Value (per share) Weighted- Aggregate Intrinsic Value Balance — December 31, 2015 11,494 $ 10.67 6.9 $ 149,157 Granted — — $ — Exercised (1,888 ) 5.55 19,297 Cancelled (695 ) 23.15 Balance — September 30, 2016 8,911 $ 10.78 5.9 $ 65,938 Options exercisable — September 30, 2016 7,463 $ 9.64 5.8 $ 59,415 Restricted Stock Award (RSA) and Restricted Stock Unit (RSU) Activity A summary of the activity for our restricted common stock, RSAs and RSUs during the reporting period and a summary of information related to unvested restricted common stock, RSAs and RSUs and those expected to vest based on the achievement of a performance condition are presented below (in thousands, except per share amounts and contractual life years): Number of Weighted- Weighted- Aggregate Unvested balance — December 31, 2015 20,054 $ 33.68 1.6 $ 415,912 Granted 11,764 13.86 Vested (3,989 ) 38.21 Cancelled (4,571 ) 27.30 Unvested balance — September 30, 2016 23,258 $ 23.68 1.5 $ 342,594 Unvested awards for which the requisite service period has not been rendered but that are expected to vest based on the achievement of a performance condition — September 30, 2016 6,299 $ 21.34 1.8 $ 92,781 Included in the approximately 11.8 million shares granted in the table above are 3.6 million shares granted to employees in connection with acquisitions consummated in 2016. Stock-Based Compensation We record stock-based compensation based on the fair value as determined on the date granted. We determine the fair value of stock options and shares of common stock to be issued under the ESPP using the Black-Scholes option-pricing model. The fair value of restricted stock units and restricted stock awards equals the market value of the underlying stock on the date of grant. We grant performance-based restricted stock units and restricted stock awards to certain employees which vest upon the achievement of certain performance conditions, subject to the employees’ continued service relationship with us. We assess the probability of vesting at each reporting period and adjust our compensation cost based on this probability assessment. We recognize such compensation expense on a straight-line basis over the service provider’s requisite service period. The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine fair value of our common shares to be issued under the ESPP for the offering period beginning May 15, 2016: Three and Nine Months Ended September 30, 2016 Three and Nine Months Ended September 30, 2015 Fair value of common stock $11.15 $35.16 Risk-free interest rate 0.38% - 0.57% 0.09% - 0.23% Expected term (in years) 0.5 - 1.0 0.5 - 1.0 Volatility 61% 39% Dividend yield —% —% Stock-based compensation expense related to stock options, ESPP and restricted stock units and awards is included in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Cost of product revenue $ 516 $ 560 $ 1,797 $ 1,214 Cost of subscription and services revenue 7,759 8,221 25,013 21,762 Research and development 11,422 18,852 54,877 51,412 Sales and marketing 13,915 18,612 47,675 54,424 General and administrative 11,815 12,120 37,440 35,839 Restructuring 1,144 — 1,144 — Total $ 46,571 $ 58,365 $ 167,946 $ 164,651 As of September 30, 2016 , total compensation cost related to stock-based awards not yet recognized was $388.1 million , which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.4 years . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. We recognized a provision for income taxes of $1.2 million and $0.6 million during the three months ended September 30, 2016 and 2015 , respectively. The tax provision during both the three months ended September 30, 2016 and 2015 is primarily due to foreign and state income taxes. We recognized a benefit from income taxes of $8.5 million during the nine months ended September 30, 2016 and a provision for income taxes of $2.5 million during the nine months ended September 30, 2015 . The tax benefit during the nine months ended September 30, 2016 is primarily due to the release of the U.S. valuation allowance on the U.S. deferred tax assets resulting from recording a deferred tax liability on the acquisition-related intangibles for which no benefit will be derived, partially offset by foreign and state income taxes. The tax provision during the nine months ended September 30, 2015 is primarily due to foreign and state income taxes. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period, less shares subject to repurchase, and excludes any dilutive effects of employee share based awards and warrants. Diluted net income per common share is computed giving effect to all potentially dilutive common shares, including common stock issuable upon exercise of stock options, conversion of the Convertible Senior Notes, and unvested restricted common stock and stock units. As we had net losses for the three and nine months ended September 30, 2016 and 2015 , all potential common shares were determined to be anti-dilutive. The following table sets forth the computation of net loss per common share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net loss $ (123,373 ) $ (135,530 ) $ (418,593 ) $ (403,067 ) Denominator: Weighted average number of shares outstanding—basic and diluted 164,728 154,523 161,862 153,440 Net loss per share—basic and diluted $ (0.75 ) $ (0.88 ) $ (2.59 ) $ (2.63 ) The following outstanding options and unvested shares were excluded (as common stock equivalents) from the computation of diluted net loss per common share for the periods presented as their effect would have been anti-dilutive (in thousands): As of September 30, 2016 2015 Options to purchase common stock 8,911 12,182 Unvested early exercised common shares 139 1,236 Unvested restricted stock awards and units 23,258 13,403 Convertible senior notes 15,141 15,141 ESPP shares 802 343 |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan 401(k) Plan We have established a 401(k) tax-deferred savings plan (the “401(k) Plan”) which permits participants to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. All participants’ interests in their deferrals are 100% vested when contributed. We are responsible for administrative costs of the 401(k) Plan and have made no matching contributions into our 401(k) Plan since inception. Under the 401(k) Plan, pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The 401(k) Plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) Plan and earnings on those contributions are not taxable to the employees until distributed, and all contributions are deductible by us when and if made. |
Segment and Major Customers Inf
Segment and Major Customers Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment and Major Customers Information | Segment and Major Customers Information We conduct business globally and are primarily managed on a geographic basis. Our Chief Executive Officer, who is our chief operating decision maker, reviews financial information presented on a consolidated basis accompanied by information about revenue by geographic region for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results, and plans for levels, components, or types of products or services below the consolidated unit level. Accordingly, we are considered to be in a single reportable segment and operating unit structure. Revenue by geographic region based on the billing address is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue: United States $ 129,619 $ 119,934 $ 366,502 $ 315,254 EMEA 24,900 17,574 73,307 53,337 APAC 24,447 19,878 69,650 49,208 Other 7,445 8,230 19,959 20,394 Total revenue $ 186,411 $ 165,616 $ 529,418 $ 438,193 Long lived assets by geographic region based on physical location is as follows (in thousands): As of September 30, 2016 As of December 31, 2015 Property and Equipment, net: United States $ 48,417 $ 57,537 International 18,802 20,831 Total property and equipment, net $ 67,219 $ 78,368 For the three months ended September 30, 2016 and 2015 , one distributor represented 19% and 15% , respectively, and one reseller represented 14% and 15% , respectively, of the Company's total revenue. For the nine months ended September 30, 2016 and 2015 , one distributor represented 19% and 14% , respectively, and one reseller represented 13% , respectively, of the Company's total revenue. As of September 30, 2016 , no customer represented 10% or more of the Company's net accounts receivable balance. As of December 31, 2015 , two distributors represented 20% and 12% , respectively, of the Company's net accounts receivable balance. |
Description of Business and S22
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | The accompanying unaudited condensed consolidated financial statements include the accounts of FireEye, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and following the requirements of the Securities and Exchange Commission (“SEC”), for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as our annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair statement of our financial information. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any other future year. The balance sheet as of December 31, 2015 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for annual consolidated financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2015 included in our Annual Report on Form 10-K, which was filed with the SEC on February 26, 2016 . |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such management estimates include, but are not limited to, the best estimate of selling price for our products and services, commissions expense, future taxable income, contract manufacturer liabilities, litigation and settlement costs and other loss contingencies, fair value of our stock options and the purchase price allocation of acquired businesses. We base our estimates on historical experience and also on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods, and it is possible that actual results could differ from current or revised future estimates. |
Stock-Based Compensation | As permitted under ASU 2016-09, we have elected to recognize forfeitures as they occur, and no longer estimate a forfeiture rate when calculating the stock-based compensation for our equity awards. |
Recent Accounting Pronouncements | In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). This standard clarifies how certain cash receipts and payments should be classified in the statement of cash flows, including the cash settlement of our Convertible Senior Notes. Upon cash settlement, repayment of the principal amount will be bifurcated between cash outflows for operating activities for the portion related to accreted interest attributable to debt discounts arising from the difference between the coupon interest rate and the effective interest rate, and financing activities for the remainder. This will result in $233.9 million of accreted interest being classified as cash used in operating activities in our consolidated financial statements upon cash settlement. See Note 8 Convertible Senior Notes regarding timing of settlement. The guidance is effective for us beginning in the first quarter of 2018, and should be applied retrospectively. Early adoption is permitted. We elected to early adopt this standard in the third quarter of 2016. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard changes the impairment model for most financial assets and certain other instruments by introducing a current expected credit loss (CECL) model. The CECL model is a more forward-looking approach based on expected losses rather than incurred losses, requiring entities to estimate and record losses expected over the remaining contractual life of an asset. The guidance is effective for us beginning in the first quarter of 2020. Early adoption beginning in 2019 is permitted. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This standard simplifies various aspects related to how share-based payments are accounted for and presented in the financial statements, including income taxes, forfeitures and statutory tax withholding requirements. The guidance is effective for us beginning in the first quarter of 2017. Early adoption is permitted. We elected to early adopt this standard in the first quarter of 2016. As a result of adopting this standard, we have made an accounting policy election to account for forfeitures as they occur. This change has been applied on a modified retrospective basis, resulting in a cumulative-effect adjustment to increase accumulated deficit by $3.4 million as of January 1, 2016; the date of adoption. The adoption of this guidance also requires excess tax benefits and tax deficiencies be recorded in the income statement as opposed to additional paid-in capital when the awards vest or are settled, and has been applied on a prospective basis. The adoption of additional amendments related to the timing of when excess tax benefits are recognized and the accounting for minimum statutory withholding tax requirements included in this guidance has no impact on our current condensed consolidated financial statements or on any prior period financial statements presented. This guidance also requires changes in the classification of shares withheld to pay employee taxes and excess tax benefits on the consolidated statements of cash flows. The amendments require cash paid by an employer when directly withholding shares for tax-withholding purposes be classified as a financing activity, and be applied retrospectively to all prior periods presented. As these cash flows have previously been presented as financing activities, there is no change resulting from the adoption of this amendment. The amendments also require excess tax benefits be classified as an operating activity, consistent with other income tax cash flows, and may be applied either on a retrospective or prospective basis. We have elected to apply this amendment on a prospective basis, as there is no impact to our prior period consolidated statements of cash flows. As such, prior periods have not been adjusted. In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the Emerging Issues Task Force). This standard clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. The guidance is effective for us beginning in the first quarter of 2017 and should be applied on a modified retrospective basis to existing debt instruments as of the beginning of the fiscal year for which the amendments are effective. Early adoption is permitted. We elected to early adopt this standard in the third quarter of 2016. As we previously assessed the embedded call (put) options associated with our Convertible Senior Notes in accordance with the requirements in this guidance, the adoption of this standard did not have any impact on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance is effective for us beginning in the first quarter of 2019, and should be applied on a modified retrospective basis. Early adoption is permitted. We expect the adoption of this standard to have a material impact on our consolidated financial statements and related disclosures. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This standard eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Under this guidance, measurement-period adjustments will be recognized during the period in which they are determined. We adopted this standard in the first quarter of 2016 and the adoption did not have a material impact on our consolidated financial statements and related disclosures. See Note 5 for details of measurement-period adjustments. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB decided to defer the effective date by one year, and as a result, the guidance is effective for us beginning in the first quarter of 2018. Early adoption as of the original effective date would be permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. During 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients. These standards were issued to address implementation issues raised by the FASB-IASB Joint Transition Resource Group for Revenue Recognition (TRG). We are currently evaluating the impact the adoption of the new revenue guidance and related updates will have on our consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties About an Entity’s Ability to Continue as a Going Concern. This standard provides guidance on how and when reporting entities must disclose going-concern uncertainties in their financial statements. The guidance is effective for us beginning in the first quarter of 2017. Early adoption is permitted. The adoption of this standard is not expected to have an impact on our consolidated financial statements and related disclosures. |
Fair Value Measurements | The accounting guidance for fair value measurements provides a framework for measuring fair value on either a recurring or nonrecurring basis, whereby the inputs used in our valuation techniques are assigned a hierarchical level. The following are the three levels of inputs to measure fair value: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs that reflect quoted prices for identical assets or liabilities in less active markets; quoted prices for similar assets or liabilities in active markets; benchmark yields, reported trades, broker/dealer quotes, inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3: Unobservable inputs that reflect our own assumptions incorporated in valuation techniques used to measure fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our own or the counterparty’s non-performance risk is considered in measuring the fair values of assets. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The following table presents our assets and liabilities measured at fair value on a recurring basis using the above input categories (in thousands): As of September 30, 2016 As of December 31, 2015 Description Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 525 $ — $ — $ 525 $ 210,533 $ — $ — $ 210,533 U.S. Government agencies — 9,301 — 9,301 — — — — Total cash equivalents 525 9,301 — 9,826 210,533 — — 210,533 Short-term investments: Certificates of deposit — 11,024 — 11,024 — 19,124 — 19,124 Commercial paper — 29,818 — 29,818 — — — — Corporate notes and bonds — 419,888 — 419,888 — 447,267 — 447,267 U.S. Government agencies — 241,739 — 241,739 — 301,384 — 301,384 Total short-term investments — 702,469 — 702,469 — 767,775 — 767,775 Total assets measured at fair value $ 525 $ 711,770 $ — $ 712,295 $ 210,533 $ 767,775 $ — $ 978,308 Liabilities Contingent earn-out $ — $ — $ 40,757 $ 40,757 $ — $ — $ — $ — Total liabilities measured at fair value $ — $ — $ 40,757 $ 40,757 $ — $ — $ — $ — |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following is a reconciliation of the Level 3 contingent earn-out liability for the nine months ended September 30, 2016 (in thousands): Amount Balance at acquisition (January 14, 2016) $ 35,588 Measurement period adjustments (1) 3,500 Changes in fair value (2) 1,756 Cash payments (87 ) Balance as of September 30, 2016 $ 40,757 (1) See Note 5 Business Combinations for adjustments made to initial amounts recorded in our acquisition of iSIGHT. (2) Changes in fair value are recorded in general and administrative expenses in our condensed consolidated statements of operations. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Investments | Our investments consisted of the following (in thousands): As of September 30, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalent Short-Term Investment Certificates of deposit $ 11,000 $ 25 $ (1 ) $ 11,024 $ — $ 11,024 Commercial paper 29,856 — (38 ) 29,818 — 29,818 Corporate notes and bonds 420,244 136 (492 ) 419,888 — 419,888 U.S. Government agencies 251,127 41 (128 ) 251,040 9,301 241,739 Total $ 712,227 $ 202 $ (659 ) $ 711,770 $ 9,301 $ 702,469 As of December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalent Short-Term Investment Certificates of deposit $ 19,160 $ — $ (36 ) $ 19,124 $ — $ 19,124 Corporate notes and bonds 448,688 — (1,421 ) 447,267 — 447,267 U.S. Government agencies 302,152 2 (770 ) 301,384 — 301,384 Total $ 770,000 $ 2 $ (2,227 ) $ 767,775 $ — $ 767,775 |
Summary of Gross Unrealized Losses and Fair Value of Investments in a Continuous Unrealized Loss Position | The following tables present the gross unrealized losses and related fair values of our investments that have been in a continuous unrealized loss position (in thousands): As of September 30, 2016 Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Certificates of deposit $ 199 $ (1 ) $ — $ — $ 199 $ (1 ) Commercial paper 29,818 (38 ) — — 29,818 (38 ) Corporate notes and bonds 248,389 (403 ) 95,971 (89 ) 344,360 (492 ) U.S. Government agencies 128,697 (128 ) 3,000 — 131,697 (128 ) Total $ 407,103 $ (570 ) $ 98,971 $ (89 ) $ 506,074 $ (659 ) As of December 31, 2015 Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Certificates of deposit $ 18,404 $ (36 ) $ — $ — $ 18,404 $ (36 ) Corporate notes and bonds 430,466 (1,407 ) 16,801 (15 ) 447,267 (1,422 ) U.S. Government agencies 266,541 (761 ) 8,992 (8 ) 275,533 (769 ) Total $ 715,411 $ (2,204 ) $ 25,793 $ (23 ) $ 741,204 $ (2,227 ) |
Summary of Contractual Maturities of Investments | The following table summarizes the contractual maturities of our investments at September 30, 2016 (in thousands): Amortized Cost Fair Value Due within one year $ 381,818 $ 381,612 Due within one to two years 330,409 330,158 Total $ 712,227 $ 711,770 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): As of September 30, 2016 As of December 31, 2015 Computer equipment and software $ 140,851 $ 120,886 Leasehold improvements 41,134 41,626 Furniture and fixtures 13,805 13,470 Machinery and equipment 447 447 Total property and equipment 196,237 176,429 Less: accumulated depreciation (129,018 ) (98,061 ) Total property and equipment, net $ 67,219 $ 78,368 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are as follows (in thousands): Amount Balance as of December 31, 2015 $ 750,288 Goodwill acquired 228,099 Balance as of September 30, 2016 $ 978,387 |
Schedule of Purchased Intangible Assets | Purchased intangible assets consisted of the following (in thousands): As of September 30, 2016 As of December 31, 2015 Developed technology $ 102,593 $ 78,193 Content 158,700 128,600 Customer relationships 109,800 75,300 Contract backlog 12,500 12,500 Trade names 15,500 12,400 Non-competition agreements 1,400 — Total intangible assets 400,493 306,993 Less: accumulated amortization (140,382 ) (92,433 ) Total net intangible assets $ 260,111 $ 214,560 |
Schedule of Expected Annual Amortization Expense of Intangible Assets | The expected future annual amortization expense of intangible assets as of September 30, 2016 is presented below (in thousands): Years Ending December 31, Amount 2016 (remaining three months) $ 16,079 2017 59,118 2018 47,433 2019 45,547 2020 31,171 2021 and thereafter 60,763 Total $ 260,111 |
iSIGHT Security | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | Allocation of the preliminary purchase price of $261.8 million is as follows (in thousands): Amount Net tangible liabilities assumed $ (18,375 ) Intangible assets 85,100 Deferred tax liability (11,637 ) Goodwill 206,750 Total preliminary purchase price allocation $ 261,838 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The estimated useful life and fair values of the identifiable intangible assets are as follows (in thousands): Preliminary Estimated Useful Life (in years) Amount Customer relationships 7 $ 33,700 Content 4 30,100 Developed technology 4-6 17,100 Trade name 5 3,100 Non-competition agreements 2 1,100 Total identifiable intangible assets $ 85,100 |
Invotas International Corporation | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | Allocation of the preliminary purchase price is as follows (in thousands): Amount Net tangible liabilities assumed $ (306 ) Intangible assets 8,400 Deferred tax liability (688 ) Goodwill 21,349 Total preliminary purchase price allocation $ 28,755 |
Schedule of Estimated Useful Life and Fair Values of the Identifiable Intangible Assets | The estimated useful life and fair values of the identifiable intangible assets are as follows (in thousands): Preliminary Estimated Useful Life (in years) Amount Developed technology 4 $ 4,500 In-process research and development N/A 2,800 Customer relationships 10 800 Non-competition agreements 3 300 Total identifiable intangible assets $ 8,400 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Activities | The following table sets forth a summary of restructuring activities during the nine months ended September 30, 2016 (in thousands): Severance and related costs Facilities costs Total costs Balance, December 31, 2015 $ — $ 217 $ 217 Provision for restructuring charges 21,529 1,492 23,021 Cash payments (11,896 ) (567 ) (12,463 ) Other adjustments — 1,744 1,744 Balance, September 30, 2016 $ 9,633 $ 2,886 $ 12,519 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Revenue Recognition [Abstract] | |
Schedule of Deferred Revenue | Deferred revenue consisted of the following (in thousands): As of September 30, 2016 As of December 31, 2015 Product, current $ 9,248 $ 8,200 Subscription and services, current 352,833 296,969 Total deferred revenue, current 362,081 305,169 Product, non-current 4,520 3,051 Subscription and services, non-current 249,817 218,778 Total deferred revenue, non-current 254,337 221,829 Total deferred revenue $ 616,418 $ 526,998 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of the Liability and Equity Components of the Convertible Senior Notes | he liability and equity components of the Convertible Senior Notes consisted of the following (in thousands): As of September 30, 2016 As of December 31, 2015 Series A Notes Series B Notes Series A Notes Series B Notes Liability component: Principal $ 460,000 $ 460,000 $ 460,000 $ 460,000 Less: Convertible senior notes discounts and issuance costs, net of amortization (79,055 ) (108,077 ) (93,469 ) (120,333 ) Net carrying amount $ 380,945 $ 351,923 $ 366,531 $ 339,667 Equity component, net of issuance costs $ 92,567 $ 117,834 $ 92,567 $ 117,834 |
Schedule of Interest Expense related to the Convertible Senior Notes | Interest expense for the three and nine months ended September 30, 2016 related to the Convertible Senior Notes consisted of the following (in thousands): Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Series A Notes Series B Notes Series A Notes Series B Notes Coupon interest $ 1,150 $ 1,869 $ 3,450 $ 5,606 Amortization of convertible senior notes discounts and issuance costs 4,867 4,133 14,414 12,256 Total interest expense recognized $ 6,017 $ 6,002 $ 17,864 $ 17,862 Effective interest rate on the liability component 6.4 % 6.9 % 6.5 % 7.0 % Interest expense for the three and nine months ended September 30, 2015 related to the Convertible Senior Notes consisted of the following (in thousands): Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Series A Notes Series B Notes Series A Notes Series B Notes Coupon interest $ 1,150 $ 1,869 $ 1,533 $ 2,492 Amortization of convertible senior notes discounts and issuance costs 4,623 3,942 6,150 5,247 Total interest expense recognized $ 5,773 $ 5,811 $ 7,683 $ 7,739 Effective interest rate on the liability component 6.5 % 7.0 % 6.5 % 7.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Non-cancelable Minimum Rental Payments for Operating Leases | The aggregate future non-cancelable minimum rental payments on our operating leases, as of September 30, 2016 , are as follows (in thousands): Years Ending December 31, Amount 2016 (remaining three months) $ 3,244 2017 17,192 2018 15,780 2019 12,235 2020 12,271 2021 and thereafter 49,891 Total $ 110,613 |
Common Shares Reserved for Is31
Common Shares Reserved for Issuance (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance | We had reserved shares of common stock for issuance as follows (in thousands): As of September 30, 2016 As of December 31, 2015 Reserved under stock award plans 40,340 38,500 Convertible Senior Notes 15,141 15,141 ESPP 3,693 3,214 Total 59,174 56,855 |
Equity Award Plans (Tables)
Equity Award Plans (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of the Activity for Stock Option Changes and Summary of Information Related to Options Vested and Expected to Vest and Options Exercisable | A summary of the activity for our stock option changes during the reporting period and a summary of information related to options vested and options exercisable are presented below (in thousands, except per share amounts and contractual life years): Options Outstanding Number of Shares Weighted- Average Exercise Price Weighted- Average Grant Date Fair Value (per share) Weighted- Aggregate Intrinsic Value Balance — December 31, 2015 11,494 $ 10.67 6.9 $ 149,157 Granted — — $ — Exercised (1,888 ) 5.55 19,297 Cancelled (695 ) 23.15 Balance — September 30, 2016 8,911 $ 10.78 5.9 $ 65,938 Options exercisable — September 30, 2016 7,463 $ 9.64 5.8 $ 59,415 |
Summary of Activity for Restricted Common Stock, RSAs and RSUs and Summary of Information Related to Unvested Restricted Common Stock, RSAs and RSUs and those Expected to Vest | A summary of the activity for our restricted common stock, RSAs and RSUs during the reporting period and a summary of information related to unvested restricted common stock, RSAs and RSUs and those expected to vest based on the achievement of a performance condition are presented below (in thousands, except per share amounts and contractual life years): Number of Weighted- Weighted- Aggregate Unvested balance — December 31, 2015 20,054 $ 33.68 1.6 $ 415,912 Granted 11,764 13.86 Vested (3,989 ) 38.21 Cancelled (4,571 ) 27.30 Unvested balance — September 30, 2016 23,258 $ 23.68 1.5 $ 342,594 Unvested awards for which the requisite service period has not been rendered but that are expected to vest based on the achievement of a performance condition — September 30, 2016 6,299 $ 21.34 1.8 $ 92,781 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine fair value of our common shares to be issued under the ESPP for the offering period beginning May 15, 2016: Three and Nine Months Ended September 30, 2016 Three and Nine Months Ended September 30, 2015 Fair value of common stock $11.15 $35.16 Risk-free interest rate 0.38% - 0.57% 0.09% - 0.23% Expected term (in years) 0.5 - 1.0 0.5 - 1.0 Volatility 61% 39% Dividend yield —% —% |
Schedule of Stock-Based Compensation Expense Related to Stock Options, ESPP and Restricted Stock Units and Awards | Stock-based compensation expense related to stock options, ESPP and restricted stock units and awards is included in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Cost of product revenue $ 516 $ 560 $ 1,797 $ 1,214 Cost of subscription and services revenue 7,759 8,221 25,013 21,762 Research and development 11,422 18,852 54,877 51,412 Sales and marketing 13,915 18,612 47,675 54,424 General and administrative 11,815 12,120 37,440 35,839 Restructuring 1,144 — 1,144 — Total $ 46,571 $ 58,365 $ 167,946 $ 164,651 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss per Common Share | The following table sets forth the computation of net loss per common share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net loss $ (123,373 ) $ (135,530 ) $ (418,593 ) $ (403,067 ) Denominator: Weighted average number of shares outstanding—basic and diluted 164,728 154,523 161,862 153,440 Net loss per share—basic and diluted $ (0.75 ) $ (0.88 ) $ (2.59 ) $ (2.63 ) |
Schedule of Outstanding Options and Unvested Shares Excluded from Computation of Diluted Net Loss per Share | The following outstanding options and unvested shares were excluded (as common stock equivalents) from the computation of diluted net loss per common share for the periods presented as their effect would have been anti-dilutive (in thousands): As of September 30, 2016 2015 Options to purchase common stock 8,911 12,182 Unvested early exercised common shares 139 1,236 Unvested restricted stock awards and units 23,258 13,403 Convertible senior notes 15,141 15,141 ESPP shares 802 343 |
Segment and Major Customers I34
Segment and Major Customers Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Region | Revenue by geographic region based on the billing address is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue: United States $ 129,619 $ 119,934 $ 366,502 $ 315,254 EMEA 24,900 17,574 73,307 53,337 APAC 24,447 19,878 69,650 49,208 Other 7,445 8,230 19,959 20,394 Total revenue $ 186,411 $ 165,616 $ 529,418 $ 438,193 |
Summary of Long lived Assets by Geographic Region Based on Physical Location | Long lived assets by geographic region based on physical location is as follows (in thousands): As of September 30, 2016 As of December 31, 2015 Property and Equipment, net: United States $ 48,417 $ 57,537 International 18,802 20,831 Total property and equipment, net $ 67,219 $ 78,368 |
Description of Business and S35
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | Feb. 01, 2016 | Jan. 14, 2016 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||
Consideration transferred, equity interests | $ 41,000,000 | $ 0 | |||||
Liabilities incurred | 39,088,000 | 0 | |||||
Debt Instrument [Line Items] | |||||||
Net proceeds from issuance of convertible senior notes | $ 0 | 896,530,000 | |||||
Stock repurchased during period | $ 150,000,000 | ||||||
Stock repurchase during period (shares) | 3,300,000 | ||||||
New Accounting Pronouncement, Early Adoption, Effect | Accounting Standards Update 2016-09 | Retained Earnings | |||||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||||
Cumulative-effect adjustment to retained earnings | $ 3,400,000 | ||||||
Scenario, Forecast | Adjustments for New Accounting Principle, Early Adoption | Accounting Standards Update 2016-15 | |||||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||||
Cash used in operating activities | $ 233,900,000 | ||||||
Convertible Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Net proceeds from issuance of convertible senior notes | $ 896,500,000 | ||||||
Convertible Senior Notes | Series A Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 460,000,000 | ||||||
Interest rate | 1.00% | ||||||
Convertible Senior Notes | Series B Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 460,000,000 | ||||||
Interest rate | 1.625% | ||||||
Invotas International Corporation | |||||||
Business Acquisition [Line Items] | |||||||
Purchase consideration, cash paid | $ 17,700,000 | ||||||
Invotas International Corporation | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Equity interest issuable, number of shares | 742,026 | ||||||
Consideration transferred, equity interests | $ 11,100,000 | ||||||
iSIGHT Security | |||||||
Business Acquisition [Line Items] | |||||||
Purchase consideration, cash paid | $ 192,800,000 | ||||||
Liabilities incurred | $ 39,100,000 | ||||||
iSIGHT Security | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Equity interest issuable, number of shares | 1,793,305 | ||||||
Consideration transferred, equity interests | $ 29,900,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jan. 14, 2016 | Dec. 31, 2015 |
Fair value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | $ 9,826 | $ 210,533 | |
Total short-term investments | 702,469 | 767,775 | |
Total assets measured at fair value | 712,295 | 978,308 | |
Contingent earn-out | 40,757 | 0 | |
Total liabilities measured at fair value | 40,757 | 0 | |
Fair value | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 11,024 | 19,124 | |
Fair value | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 29,818 | 0 | |
Fair value | Corporate notes and bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 419,888 | 447,267 | |
Fair value | U.S. Government agencies | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 241,739 | 301,384 | |
Fair value | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 525 | 210,533 | |
Fair value | U.S. Government agencies | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 9,301 | 0 | |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 525 | 210,533 | |
Total short-term investments | 0 | 0 | |
Total assets measured at fair value | 525 | 210,533 | |
Contingent earn-out | 0 | 0 | |
Total liabilities measured at fair value | 0 | 0 | |
Level 1 | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | 0 | |
Level 1 | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | 0 | |
Level 1 | Corporate notes and bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | 0 | |
Level 1 | U.S. Government agencies | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | 0 | |
Level 1 | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 525 | 210,533 | |
Level 1 | U.S. Government agencies | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 0 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 9,301 | 0 | |
Total short-term investments | 702,469 | 767,775 | |
Total assets measured at fair value | 711,770 | 767,775 | |
Contingent earn-out | 0 | 0 | |
Total liabilities measured at fair value | 0 | 0 | |
Level 2 | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 11,024 | 19,124 | |
Level 2 | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 29,818 | 0 | |
Level 2 | Corporate notes and bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 419,888 | 447,267 | |
Level 2 | U.S. Government agencies | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 241,739 | 301,384 | |
Level 2 | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 0 | |
Level 2 | U.S. Government agencies | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 9,301 | 0 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 0 | |
Total short-term investments | 0 | 0 | |
Total assets measured at fair value | 0 | 0 | |
Contingent earn-out | 40,757 | $ 35,588 | 0 |
Total liabilities measured at fair value | 40,757 | 0 | |
Level 3 | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | 0 | |
Level 3 | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | 0 | |
Level 3 | Corporate notes and bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | 0 | |
Level 3 | U.S. Government agencies | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | 0 | |
Level 3 | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 0 | |
Level 3 | U.S. Government agencies | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Level 2 | Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Fair value of debt | $ 844.3 |
iSIGHT Security | Level 3 | |
Debt Instrument [Line Items] | |
Earn-out period of performance | 2 years 6 months |
iSIGHT Security | Level 3 | Minimum | |
Debt Instrument [Line Items] | |
Expected quarterly revenue growth rates | 63.00% |
Discount rate | 6.30% |
iSIGHT Security | Level 3 | Maximum | |
Debt Instrument [Line Items] | |
Discount rate | 7.10% |
iSIGHT Security | Level 3 | Weighted Average | |
Debt Instrument [Line Items] | |
Expected volatility | 16.50% |
Quarterly revenue growth compared to S&P 500 Index | 44.70% |
Fair Value Measurements - Sch38
Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Changes in fair value | $ 1,756 | $ 0 | |
Cash payments | (87) | $ 0 | |
Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at acquisition (January 14, 2016) | 0 | ||
Measurement period adjustments | $ 3,500 | ||
Changes in fair value | 1,756 | ||
Cash payments | (87) | ||
Balance as of September 30, 2016 | $ 40,757 | $ 40,757 |
Investments - Summary of Invest
Investments - Summary of Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||||
Cash and Cash Equivalent | $ 223,697 | $ 402,102 | $ 436,901 | $ 146,363 |
Short-term investments | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost | 712,227 | 770,000 | ||
Gross Unrealized Gains | 202 | 2 | ||
Gross Unrealized Losses | (659) | (2,227) | ||
Estimated Fair Value | 711,770 | 767,775 | ||
Cash and Cash Equivalent | 9,301 | 0 | ||
Short-Term Investment | 702,469 | 767,775 | ||
Short-term investments | Certificates of deposit | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost | 11,000 | 19,160 | ||
Gross Unrealized Gains | 25 | 0 | ||
Gross Unrealized Losses | (1) | (36) | ||
Estimated Fair Value | 11,024 | 19,124 | ||
Cash and Cash Equivalent | 0 | 0 | ||
Short-Term Investment | 11,024 | 19,124 | ||
Short-term investments | Commercial paper | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost | 29,856 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | (38) | |||
Estimated Fair Value | 29,818 | |||
Cash and Cash Equivalent | 0 | |||
Short-Term Investment | 29,818 | |||
Short-term investments | Corporate notes and bonds | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost | 420,244 | 448,688 | ||
Gross Unrealized Gains | 136 | 0 | ||
Gross Unrealized Losses | (492) | (1,421) | ||
Estimated Fair Value | 419,888 | 447,267 | ||
Cash and Cash Equivalent | 0 | 0 | ||
Short-Term Investment | 419,888 | 447,267 | ||
Short-term investments | U.S. Government agencies | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost | 251,127 | 302,152 | ||
Gross Unrealized Gains | 41 | 2 | ||
Gross Unrealized Losses | (128) | (770) | ||
Estimated Fair Value | 251,040 | 301,384 | ||
Cash and Cash Equivalent | 9,301 | 0 | ||
Short-Term Investment | $ 241,739 | $ 301,384 |
Investments - Summary of Gross
Investments - Summary of Gross Unrealized Losses and Fair Value of Investments in a Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value, Less Than 12 Months | $ 407,103 | $ 715,411 |
Unrealized Loss, Less Than 12 Months | (570) | (2,204) |
Fair Value, Greater Than 12 Months | 98,971 | 25,793 |
Unrealized Loss, Greater Than 12 Months | (89) | (23) |
Fair Value | 506,074 | 741,204 |
Unrealized Loss | (659) | (2,227) |
Certificates of deposit | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value, Less Than 12 Months | 199 | 18,404 |
Unrealized Loss, Less Than 12 Months | (1) | (36) |
Fair Value, Greater Than 12 Months | 0 | 0 |
Unrealized Loss, Greater Than 12 Months | 0 | 0 |
Fair Value | 199 | 18,404 |
Unrealized Loss | (1) | (36) |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value, Less Than 12 Months | 29,818 | |
Unrealized Loss, Less Than 12 Months | (38) | |
Fair Value, Greater Than 12 Months | 0 | |
Unrealized Loss, Greater Than 12 Months | 0 | |
Fair Value | 29,818 | |
Unrealized Loss | (38) | |
Corporate notes and bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value, Less Than 12 Months | 248,389 | 430,466 |
Unrealized Loss, Less Than 12 Months | (403) | (1,407) |
Fair Value, Greater Than 12 Months | 95,971 | 16,801 |
Unrealized Loss, Greater Than 12 Months | (89) | (15) |
Fair Value | 344,360 | 447,267 |
Unrealized Loss | (492) | (1,422) |
U.S. Government agencies | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value, Less Than 12 Months | 128,697 | 266,541 |
Unrealized Loss, Less Than 12 Months | (128) | (761) |
Fair Value, Greater Than 12 Months | 3,000 | 8,992 |
Unrealized Loss, Greater Than 12 Months | 0 | (8) |
Fair Value | 131,697 | 275,533 |
Unrealized Loss | $ (128) | $ (769) |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | ||
Other than temporary impairment | $ 0 | $ 0 |
Ownership percentage | 12.50% | |
Investment, carrying value | $ 1,200,000 | $ 1,800,000 |
Investments - Summary of Contra
Investments - Summary of Contractual Maturities of Investments (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Due within one year, amortized cost | $ 381,818 |
Due within one to two years, amortized cost | 330,409 |
Amortized Cost | 712,227 |
Due within one year, fair value | 381,612 |
Due within one to two years, fair value | 330,158 |
Fair Value | $ 711,770 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 196,237 | $ 176,429 |
Less: accumulated depreciation | (129,018) | (98,061) |
Total property and equipment, net | 67,219 | 78,368 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 140,851 | 120,886 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 41,134 | 41,626 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 13,805 | 13,470 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 447 | $ 447 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Capitalized software development costs | $ 1.4 | $ 0 | $ 9.4 | $ 0 |
Amortization of capitalized software development costs | 0.8 | 1.7 | ||
Depreciation and amortization | $ 12.6 | $ 15.1 | $ 39.8 | 44.6 |
Useful Life | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 1.1 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) | Feb. 01, 2016 | Jan. 14, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Business Acquisition [Line Items] | ||||||||
Contingent earn-out in connection with acquisitions | $ 39,088,000 | $ 0 | ||||||
Consideration transferred, equity interests | $ 41,000,000 | 0 | ||||||
Granted (shares) | 11,764,000 | |||||||
Amortization of intangible assets | $ 16,300,000 | $ 11,800,000 | $ 47,900,000 | $ 35,300,000 | ||||
iSIGHT Security | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase consideration, cash paid | $ 192,800,000 | |||||||
Contingent earn-out in connection with acquisitions | 39,100,000 | |||||||
Total purchase consideration | 261,800,000 | |||||||
Contingent earn-out | $ 41,300,000 | $ 41,300,000 | ||||||
Changes in fair value of contingent earn-out liability | $ 3,500,000 | |||||||
Increase in purchase price | 5,200,000 | |||||||
Increase in amortization of intangible assets | 200,000 | |||||||
Liabilities | 7,000,000 | |||||||
Goodwill deductible for U.S. federal income tax purposes | 0 | |||||||
Business acquisition, pro forma revenue | $ 9,400,000 | |||||||
Business combination, pro forma net loss | $ 2,300,000 | |||||||
In-process research and development that reached technological feasability | 85,100,000 | |||||||
iSIGHT Security | General and administrative | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition related costs | $ 1,900,000 | |||||||
iSIGHT Security | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Change in estimate of intangible assets | 1,100,000 | |||||||
Discount rate | 15.00% | |||||||
In-process research and development that reached technological feasability | $ 33,700,000 | |||||||
iSIGHT Security | Content | ||||||||
Business Acquisition [Line Items] | ||||||||
Change in estimate of intangible assets | 1,200,000 | |||||||
Discount rate | 14.00% | |||||||
In-process research and development that reached technological feasability | $ 30,100,000 | |||||||
iSIGHT Security | Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Discount rate | 14.00% | |||||||
Royalty percentage | 10.00% | |||||||
In-process research and development that reached technological feasability | $ 17,100,000 | |||||||
iSIGHT Security | Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Discount rate | 15.00% | |||||||
Royalty percentage | 1.00% | |||||||
In-process research and development that reached technological feasability | $ 3,100,000 | |||||||
iSIGHT Security | Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest issuable, number of shares | 1,793,305 | |||||||
Consideration transferred, equity interests | $ 29,900,000 | |||||||
Change in fair value of contingent common stock | $ 1,700,000 | |||||||
Invotas International Corporation | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase consideration, cash paid | $ 17,700,000 | |||||||
Total purchase consideration | 28,800,000 | |||||||
Liabilities | 700,000 | |||||||
Goodwill deductible for U.S. federal income tax purposes | $ 0 | |||||||
Requisite service period | 4 years | |||||||
Performance milestone determination period | 3 years | |||||||
In-process research and development that reached technological feasability | $ 8,400,000 | |||||||
Invotas International Corporation | In-process research and development | ||||||||
Business Acquisition [Line Items] | ||||||||
Discount rate | 17.00% | |||||||
In-process research and development that reached technological feasability | $ 2,800,000 | |||||||
Invotas International Corporation | General and administrative | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition related costs | $ 500,000 | |||||||
Invotas International Corporation | Restricted Stock Units (RSUs) | ||||||||
Business Acquisition [Line Items] | ||||||||
Granted (shares) | 1,002,748 | |||||||
Invotas International Corporation | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
In-process research and development that reached technological feasability | $ 800,000 | |||||||
Invotas International Corporation | Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Discount rate | 16.00% | |||||||
In-process research and development that reached technological feasability | $ 4,500,000 | |||||||
Invotas International Corporation | Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest issuable, number of shares | 742,026 | |||||||
Consideration transferred, equity interests | $ 11,100,000 | |||||||
Invotas International Corporation | Unvested Restricted Stock Awards And Restricted Stock Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Granted (shares) | 95,614 |
Business Combinations - Schedul
Business Combinations - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Feb. 01, 2016 | Jan. 14, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 978,387 | $ 750,288 | ||
iSIGHT Security | ||||
Business Acquisition [Line Items] | ||||
Net tangible liabilities assumed | $ (18,375) | |||
Intangible assets | 85,100 | |||
Deferred tax liability | (11,637) | |||
Goodwill | 206,750 | |||
Total preliminary purchase price allocation | $ 261,838 | |||
Invotas International Corporation | ||||
Business Acquisition [Line Items] | ||||
Net tangible liabilities assumed | $ (306) | |||
Intangible assets | 8,400 | |||
Deferred tax liability | (688) | |||
Goodwill | 21,349 | |||
Total preliminary purchase price allocation | $ 28,755 |
Business Combinations - Sched47
Business Combinations - Schedule of Estimated Useful Life and Fair Values of the Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Jan. 14, 2016 |
iSIGHT Security | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 85,100 | |
iSIGHT Security | Customer relationships | ||
Business Acquisition [Line Items] | ||
Finite lived acquired assets, useful life | 7 years | |
Intangible assets | $ 33,700 | |
iSIGHT Security | Content | ||
Business Acquisition [Line Items] | ||
Finite lived acquired assets, useful life | 4 years | |
Intangible assets | $ 30,100 | |
iSIGHT Security | Developed technology | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 17,100 | |
iSIGHT Security | Developed technology | Minimum | ||
Business Acquisition [Line Items] | ||
Finite lived acquired assets, useful life | 4 years | |
iSIGHT Security | Developed technology | Maximum | ||
Business Acquisition [Line Items] | ||
Finite lived acquired assets, useful life | 6 years | |
iSIGHT Security | Trade name | ||
Business Acquisition [Line Items] | ||
Finite lived acquired assets, useful life | 5 years | |
Intangible assets | $ 3,100 | |
iSIGHT Security | Non-competition agreements | ||
Business Acquisition [Line Items] | ||
Finite lived acquired assets, useful life | 2 years | |
Intangible assets | $ 1,100 | |
Invotas International Corporation | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 8,400 | |
Invotas International Corporation | In-process research and development | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 2,800 | |
Invotas International Corporation | Customer relationships | ||
Business Acquisition [Line Items] | ||
Finite lived acquired assets, useful life | 10 years | |
Intangible assets | $ 800 | |
Invotas International Corporation | Developed technology | ||
Business Acquisition [Line Items] | ||
Finite lived acquired assets, useful life | 4 years | |
Intangible assets | $ 4,500 | |
Invotas International Corporation | Non-competition agreements | ||
Business Acquisition [Line Items] | ||
Finite lived acquired assets, useful life | 3 years | |
Intangible assets | $ 300 |
Business Combinations - Goodwil
Business Combinations - Goodwill and Purchased Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning | $ 750,288 | |
Goodwill acquired | 228,099 | |
Goodwill, ending | 978,387 | |
Total intangible assets | 400,493 | $ 306,993 |
Less: accumulated amortization | (140,382) | (92,433) |
Total | 260,111 | 214,560 |
Developed technology | ||
Goodwill [Roll Forward] | ||
Total intangible assets | 102,593 | 78,193 |
Content | ||
Goodwill [Roll Forward] | ||
Total intangible assets | 158,700 | 128,600 |
Customer relationships | ||
Goodwill [Roll Forward] | ||
Total intangible assets | 109,800 | 75,300 |
Contract backlog | ||
Goodwill [Roll Forward] | ||
Total intangible assets | 12,500 | 12,500 |
Trade names | ||
Goodwill [Roll Forward] | ||
Total intangible assets | 15,500 | 12,400 |
Non-competition agreements | ||
Goodwill [Roll Forward] | ||
Total intangible assets | $ 1,400 | $ 0 |
Business Combinations - Sched49
Business Combinations - Schedule of Expected Annual Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Business Combinations [Abstract] | ||
2016 (remaining three months) | $ 16,079 | |
2,017 | 59,118 | |
2,018 | 47,433 | |
2,019 | 45,547 | |
2,020 | 31,171 | |
2021 and thereafter | 60,763 | |
Total | $ 260,111 | $ 214,560 |
Restructuring Charges - Summary
Restructuring Charges - Summary of Restructuring Activities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance, December 31, 2015 | $ 217 |
Provision for restructuring charges | 23,021 |
Cash payments | (12,463) |
Other adjustments | 1,744 |
Balance, September 30, 2016 | 12,519 |
Severance and related costs | |
Restructuring Reserve [Roll Forward] | |
Balance, December 31, 2015 | 0 |
Provision for restructuring charges | 21,529 |
Cash payments | (11,896) |
Other adjustments | 0 |
Balance, September 30, 2016 | 9,633 |
Facilities costs | |
Restructuring Reserve [Roll Forward] | |
Balance, December 31, 2015 | 217 |
Provision for restructuring charges | 1,492 |
Cash payments | (567) |
Other adjustments | 1,744 |
Balance, September 30, 2016 | $ 2,886 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $ 22,423 | $ 0 | $ 27,630 | $ 0 | ||
Restructuring charges, excluding noncash charges | 23,021 | |||||
Percentage reduction in workforce | 10.00% | |||||
Stock-based compensation expense | 46,571 | 58,365 | 167,946 | 164,651 | ||
Adjustments for deferred rent | 1,744 | |||||
Restructuring reserve | 12,519 | 12,519 | $ 217 | |||
Severance and related costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges, excluding noncash charges | 21,529 | |||||
Adjustments for deferred rent | 0 | |||||
Restructuring reserve | 9,633 | 9,633 | 0 | |||
Facilities costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges, excluding noncash charges | 1,492 | |||||
Adjustments for deferred rent | 1,744 | |||||
Restructuring reserve | 2,886 | 2,886 | $ 217 | |||
Restructuring | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Fixed assets writeoff | 3,500 | |||||
Stock-based compensation expense | $ 1,144 | $ 0 | $ 1,144 | $ 0 |
Deferred Revenue - Schedule of
Deferred Revenue - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current | $ 362,081 | $ 305,169 |
Total deferred revenue, non-current | 254,337 | 221,829 |
Total deferred revenue | 616,418 | 526,998 |
Product | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current | 9,248 | 8,200 |
Total deferred revenue, non-current | 4,520 | 3,051 |
Subscription and services | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current | 352,833 | 296,969 |
Total deferred revenue, non-current | $ 249,817 | $ 218,778 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative - Convertible Senior Notes (Details) | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2015USD ($)day | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($)$ / shares | |
Debt Instrument [Line Items] | |||
Net proceeds from issuance of convertible senior notes | $ 0 | $ 896,530,000 | |
Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Initial purchaser's discount | $ 23,000,000 | ||
Debt issuance costs | 500,000 | ||
Net proceeds from issuance of convertible senior notes | $ 896,500,000 | ||
Shares of common stock (per $1000 principal amount of notes) | 16.4572 | ||
Conversion price | $ / shares | $ 60.76 | ||
Threshold note trading days | day | 5 | ||
Threshold consecutive note trading days | 5 days | ||
Threshold percentage of note price trigger | 98.00% | ||
Redemption price, percentage | 100.00% | ||
Redemption price triggered by fundamental change, percentage | 100.00% | ||
Remaining discount and issuance cost, weighted average amortization period | 5 years | ||
Convertible Senior Notes | Subsequent to September 30, 2015 | |||
Debt Instrument [Line Items] | |||
Threshold trading days | day | 20 | ||
Threshold consecutive trading days | 30 days | ||
Threshold percentage of stock price trigger | 130.00% | ||
Convertible Senior Notes | Series A Notes | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 460,000,000 | ||
Interest rate | 1.00% | ||
Convertible Senior Notes | Series B Notes | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 460,000,000 | ||
Interest rate | 1.625% | ||
Convertible Senior Notes | Series B Notes | On or after June 1, 2020 until June 1, 2022 | |||
Debt Instrument [Line Items] | |||
Threshold trading days | day | 20 | ||
Threshold consecutive trading days | 30 days | ||
Threshold percentage of stock price trigger | 130.00% | ||
Required trading days since notice of redemption, not more than | 3 days | ||
Convertible Senior Notes | Debt, Liability Component | |||
Debt Instrument [Line Items] | |||
Initial purchaser's discount | $ 17,600,000 | ||
Debt issuance costs | 400,000 | ||
Convertible Senior Notes | Debt, Equity Component | |||
Debt Instrument [Line Items] | |||
Initial purchaser's discount | 5,400,000 | ||
Debt issuance costs | $ 100,000 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of the Liability and Equity Components of the Convertible Senior Notes (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Series A Notes | ||
Debt Instrument [Line Items] | ||
Principal | $ 460,000 | $ 460,000 |
Less: Convertible senior notes discounts and issuance costs, net of amortization | (79,055) | (93,469) |
Net carrying amount | 380,945 | 366,531 |
Equity component, net of issuance costs | 92,567 | 92,567 |
Series B Notes | ||
Debt Instrument [Line Items] | ||
Principal | 460,000 | 460,000 |
Less: Convertible senior notes discounts and issuance costs, net of amortization | (108,077) | (120,333) |
Net carrying amount | 351,923 | 339,667 |
Equity component, net of issuance costs | $ 117,834 | $ 117,834 |
Convertible Senior Notes - Sc55
Convertible Senior Notes - Schedule of Interest Expense related to the Convertible Senior Notes (Details) - Convertible Senior Notes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Series A Notes | ||||
Debt Instrument [Line Items] | ||||
Coupon interest | $ 1,150 | $ 1,150 | $ 3,450 | $ 1,533 |
Amortization of convertible senior notes discounts and issuance costs | 4,867 | 4,623 | 14,414 | 6,150 |
Total interest expense recognized | $ 6,017 | $ 5,773 | $ 17,864 | $ 7,683 |
Effective interest rate on the liability component | 6.40% | 6.50% | 6.50% | 6.50% |
Series B Notes | ||||
Debt Instrument [Line Items] | ||||
Coupon interest | $ 1,869 | $ 1,869 | $ 5,606 | $ 2,492 |
Amortization of convertible senior notes discounts and issuance costs | 4,133 | 3,942 | 12,256 | 5,247 |
Total interest expense recognized | $ 6,002 | $ 5,811 | $ 17,862 | $ 7,739 |
Effective interest rate on the liability component | 6.90% | 7.00% | 7.00% | 7.00% |
Convertible Senior Notes - Na56
Convertible Senior Notes - Narrative - Prepaid Forward Stock Purchase (Details) shares in Millions, $ in Millions | 1 Months Ended |
Jun. 30, 2015USD ($)shares | |
Debt Disclosure [Abstract] | |
Stock repurchased during period | $ | $ 150 |
Stock repurchase during period (shares) | shares | 3.3 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)claim | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Long-term Purchase Commitment [Line Items] | |||||
Rent expense | $ 3,000,000 | $ 3,700,000 | $ 10,900,000 | $ 10,500,000 | |
Future minimum sublease rentals | 7,000,000 | 7,000,000 | |||
Letters of credit available | 2,000,000 | 2,000,000 | $ 1,200,000 | ||
Amount drawn against letters of credit | 0 | 0 | |||
Non-cancellable open orders | 15,100,000 | $ 15,100,000 | $ 16,900,000 | ||
Number of claims | claim | 0 | ||||
Software and Services | |||||
Long-term Purchase Commitment [Line Items] | |||||
Non-cancellable open orders | $ 23,000,000 | $ 23,000,000 |
Commitments and Contingencies58
Commitments and Contingencies - Schedule of Future Non-cancelable Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2016 (remaining three months) | $ 3,244 |
2,017 | 17,192 |
2,018 | 15,780 |
2,019 | 12,235 |
2,020 | 12,271 |
2021 and thereafter | 49,891 |
Total | $ 110,613 |
Common Shares Reserved for Is59
Common Shares Reserved for Issuance - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2016vote_per_share$ / sharesshares | Dec. 31, 2015$ / sharesshares | |
Class of Stock [Line Items] | ||
Common stock, shares authorized (shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Voting right per common share | vote_per_share | 1 | |
Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock authorized (shares) | 100,000,000 | 100,000,000 |
Preferred stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock outstanding (shares) | 0 | 0 |
Common Shares Reserved for Is60
Common Shares Reserved for Issuance - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares | Sep. 30, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Shares reserved for future issuance (shares) | 59,174,000 | 56,855,000 |
Convertible Senior Notes | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (shares) | 15,141,000 | 15,141,000 |
ESPP | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (shares) | 3,693,348 | 3,214,287 |
Reserved under stock award plans | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (shares) | 40,340,000 | 38,500,000 |
Equity Award Plans - Narrative
Equity Award Plans - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares reserved for future issuance (shares) | 59,174,000 | 56,855,000 |
Granted (shares) | 11,764,000 | |
Shares granted to employees in connection with acquisitions | 3,600,000 | |
Compensation cost not yet recognized | $ 388.1 | |
Compensation cost not yet recognized, period for recognition | 2 years 4 months 24 days | |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares reserved for future issuance (shares) | 3,693,348 | 3,214,287 |
Acquisition price at lower of fair market value, percentage | 85.00% | |
2013 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
General vesting period | 4 years | |
Award expiration period from grant date | 10 years | |
Employee stock ownership, combined voting power of all stock | 10.00% | |
Minimum exercise price as a percentage of the fair value per share | 110.00% | |
Award expiration period, for excess voting power grants | 5 years | |
Shares reserved for future issuance (shares) | 8,600,000 | 7,200,000 |
2013 Plan | Employee stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date fair value, percentage, no less than | 100.00% |
Equity Award Plans - Summary of
Equity Award Plans - Summary of the Activity for Stock Option Changes and Summary of Information Related to Options Vested and Expected to Vest and Options Exercisable (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning balance, options outstanding (shares) | 11,494 | |
Granted (shares) | 0 | |
Exercised (shares) | (1,888) | |
Cancelled (shares) | (695) | |
Ending balance, options outstanding (shares) | 8,911 | 11,494 |
Options exercisable (shares) | 7,463 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Beginning balance, weighted average exercise price (usd per share) | $ 10.67 | |
Granted, weighted average exercise price (usd per share) | 0 | |
Exercised, weighted average exercise price (usd per share) | 5.55 | |
Cancelled, weighted average exercise price (usd per share) | 23.15 | |
Ending balance, weighted average exercise price (usd per share) | 10.78 | $ 10.67 |
Options exercisable, weighted average exercise price (usd per share) | 9.64 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options weighted-average grant date fair value per share (usd per share) | $ 0 | |
Beginning balance, options outstanding, weighted average contractual life | 5 years 10 months 24 days | 6 years 10 months 24 days |
Ending balance, options outstanding, weighted average contractual life | 5 years 10 months 24 days | 6 years 10 months 24 days |
Options exercisable, weighted average contractual life | 5 years 9 months 18 days | |
Beginning balance, options outstanding, aggregate intrinsic value | $ 149,157 | |
Exercised, aggregate intrinsic value | 19,297 | |
Ending balance, options outstanding, aggregate intrinsic value | 65,938 | $ 149,157 |
Options exercisable, aggregate intrinsic value | $ 59,415 |
Equity Award Plans - Summary 63
Equity Award Plans - Summary of Activity for Restricted Common Stock, RSAs and RSUs and Summary of Information Related to Unvested Restricted Common Stock, RSAs and RSUs and those Expected to Vest (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Beginning balance, unvested (shares) | 20,054 | |
Granted (shares) | 11,764 | |
Vested (shares) | (3,989) | |
Cancelled (shares) | (4,571) | |
Ending balance, unvested (shares) | 23,258 | 20,054 |
Expected to vest (shares) | 6,299 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning balance, unvested, weighted average grant date fair value (per share) | $ 33.68 | |
Weighted average grant date fair value, granted (per share) | 13.86 | |
Weighted average grant date fair value, vested (per share) | 38.21 | |
Weighted average grant date fair value, cancelled (per share) | 27.30 | |
Ending balance, unvested, weighted average grant date fair value (per share) | 23.68 | $ 33.68 |
Weighted average grant date fair value, expected to vest (per share) | $ 21.34 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Beginning balance, weighted-average remaining contractual term | 1 year 6 months | 1 year 7 months 6 days |
Ending balance, weighted-average remaining contractual term | 1 year 6 months | 1 year 7 months 6 days |
Expected to vest, weighted-average remaining contractual term | 1 year 9 months 18 days | |
Beginning balance, aggregate intrinsic value | $ 415,912 | |
Ending balance, aggregate intrinsic value | 342,594 | $ 415,912 |
Expected to vest, aggregate intrinsic value | $ 92,781 |
Equity Award Plans - Summary 64
Equity Award Plans - Summary of Assumptions Used In The Black-Scholes Option-Pricing Model to Determine Fair Value (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of common stock (usd per share) | $ 11.15 | $ 35.16 | $ 11.15 | $ 35.16 |
Risk-free interest rate, minimum | 0.38% | 0.09% | 0.38% | 0.09% |
Risk-free interest rate, maximum | 0.57% | 0.23% | 0.57% | 0.23% |
Volatility (as a percent) | 61.00% | 39.00% | 61.00% | 39.00% |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 months | 6 months | 6 months | 6 months |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 1 year | 1 year | 1 year | 1 year |
Equity Award Plans - Schedule o
Equity Award Plans - Schedule of Stock-Based Compensation Expense Related to Stock Options, ESPP and Restricted Stock Units and Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 46,571 | $ 58,365 | $ 167,946 | $ 164,651 |
Cost of product revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 516 | 560 | 1,797 | 1,214 |
Cost of subscription and services revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 7,759 | 8,221 | 25,013 | 21,762 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 11,422 | 18,852 | 54,877 | 51,412 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 13,915 | 18,612 | 47,675 | 54,424 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 11,815 | 12,120 | 37,440 | 35,839 |
Restructuring | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 1,144 | $ 0 | $ 1,144 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ 1,228 | $ 636 | $ (8,464) | $ 2,540 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Computation of Net Loss per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net loss | $ (123,373) | $ (135,530) | $ (418,593) | $ (403,067) |
Denominator: | ||||
Weighted average number of shares outstanding—basic and diluted (shares) | 164,728 | 154,523 | 161,862 | 153,440 |
Net loss per share—basic and diluted (usd per share) | $ (0.75) | $ (0.88) | $ (2.59) | $ (2.63) |
Net Loss per Share - Schedule68
Net Loss per Share - Schedule of Outstanding Options and Unvested Shares Excluded from Computation of Diluted Net Loss per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from net loss per share (shares) | 8,911 | 12,182 |
Unvested early exercised common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from net loss per share (shares) | 139 | 1,236 |
Unvested restricted stock awards and units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from net loss per share (shares) | 23,258 | 13,403 |
Convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from net loss per share (shares) | 15,141 | 15,141 |
ESPP shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from net loss per share (shares) | 802 | 343 |
Employee Benefit Plan - Narrati
Employee Benefit Plan - Narrative (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Employer contributions vested percentage | 100.00% |
Employer contributions to 401(k) | $ 0 |
Segment and Major Customers I70
Segment and Major Customers Information - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 186,411 | $ 165,616 | $ 529,418 | $ 438,193 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 129,619 | 119,934 | 366,502 | 315,254 |
EMEA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 24,900 | 17,574 | 73,307 | 53,337 |
APAC | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 24,447 | 19,878 | 69,650 | 49,208 |
Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 7,445 | $ 8,230 | $ 19,959 | $ 20,394 |
Segment and Major Customers I71
Segment and Major Customers Information - Summary of Long lived Assets by Geographic Region Based on Physical Location (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Entity Location [Line Items] | ||
Total property and equipment, net | $ 67,219 | $ 78,368 |
United States | ||
Entity Location [Line Items] | ||
Total property and equipment, net | 48,417 | 57,537 |
International | ||
Entity Location [Line Items] | ||
Total property and equipment, net | $ 18,802 | $ 20,831 |
Segment and Major Customers I72
Segment and Major Customers Information - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016customer | Sep. 30, 2015customer | Sep. 30, 2016reporting_segmentcustomer | Sep. 30, 2015customer | Dec. 31, 2015customer | |
Revenue, Major Customer [Line Items] | |||||
Number of reportable segment and operating unit structure | reporting_segment | 1 | ||||
Customer concentration risk | Sales revenue, net | Distributor One | |||||
Revenue, Major Customer [Line Items] | |||||
Number of major customers | 1 | 1 | 1 | 1 | |
Concentration risk percentage | 19.00% | 15.00% | 19.00% | 14.00% | |
Customer concentration risk | Sales revenue, net | Reseller | |||||
Revenue, Major Customer [Line Items] | |||||
Number of major customers | 1 | 1 | 1 | 1 | |
Concentration risk percentage | 14.00% | 15.00% | 13.00% | 13.00% | |
Customer concentration risk | Accounts Receivable | |||||
Revenue, Major Customer [Line Items] | |||||
Number of major customers | 0 | ||||
Customer concentration risk | Accounts Receivable | Distributor One | |||||
Revenue, Major Customer [Line Items] | |||||
Number of major customers | 1 | ||||
Concentration risk percentage | 20.00% | ||||
Customer concentration risk | Accounts Receivable | Distributor Two | |||||
Revenue, Major Customer [Line Items] | |||||
Number of major customers | 1 | ||||
Concentration risk percentage | 12.00% |