Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2013 | Feb. 27, 2014 | Sep. 30, 2013 |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'FIREEYE, INC. | ' | ' |
Entity Central Index Key | '0001370880 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Public Float | ' | ' | $1.80 |
Entity Common Stock, Shares Outstanding | ' | 137,896,790 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $173,918 | $60,200 |
Accounts receivable | 95,772 | 30,133 |
Inventories | 5,663 | 2,340 |
Deferred costs of revenue, current portion | 2,030 | 837 |
Deferred tax assets, current portion | 14,584 | 0 |
Prepaid expenses and other current assets | 23,200 | 10,731 |
Total current assets | 315,167 | 104,241 |
Deferred costs of revenue, non-current portion | 1,071 | 674 |
Property and equipment, net | 64,765 | 13,536 |
Goodwill | 706,327 | 1,274 |
Intangible assets | 281,377 | 4,194 |
Deposits and other long-term assets | 7,606 | 1,354 |
TOTAL ASSETS | 1,376,313 | 125,273 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 34,128 | 15,653 |
Accrued liabilities | 9,489 | 1,174 |
Accrued compensation | 41,625 | 8,271 |
Long-term debt, current portion | 0 | 1,231 |
Proceeds from early exercise of stock awards | 8,188 | 2,001 |
Deferred revenue, current portion | 110,535 | 43,750 |
Total current liabilities | 203,965 | 72,080 |
Long-term debt, net of current portion | 0 | 10,916 |
Deferred revenue, non-current portion | 76,979 | 32,656 |
Preferred stock warrant liability | 0 | 3,529 |
Deferred tax liabilities, non-current portion | 45,147 | 0 |
Other long-term liabilities | 2,120 | 702 |
Total liabilities | 328,211 | 119,883 |
Commitments and contingencies (NOTE 7) | ' | ' |
Stockholders' equity: | ' | ' |
Convertible preferred stock, par value of $0.0001 per share; 100,000 shares authorized, none issued or outstanding as of December 31, 2013; 65,326 shares authorized, 64,115 issued and outstanding with liquidation preference of $96,746 as of December 31, 2012 | 0 | 6 |
Common stock, par value of $0.0001 per share; 1,000,000 shares authorized, 137,758 shares issued and outstanding as of December 31, 2013; 130,000 shares authorized, 22,435 shares issued and outstanding as of December 31, 2012 | 14 | 2 |
Additional paid-in capital | 1,271,590 | 109,252 |
Notes receivable from stockholders | 0 | -1,003 |
Accumulated deficit | -223,502 | -102,867 |
Total stockholders’ equity | 1,048,102 | 5,390 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $1,376,313 | $125,273 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parenthetical (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Convertible preferred stock, par value (usd per share) | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 100,000,000 | 65,326,000 |
Convertible preferred stock, shares issued | 0 | 64,115,000 |
Convertible preferred stock, shares outstanding | 0 | 64,115,000 |
Convertible preferred stock, liquidation preference | $0 | $96,746,000 |
Common stock, par value (usd per share) | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 130,000,000 |
Common stock, shares issued | 137,758,000 | 22,435,000 |
Common stock, shares outstanding | 137,758,000 | 22,435,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue: | ' | ' | ' |
Product | $88,253 | $52,265 | $24,888 |
Subscription and services | 73,299 | 31,051 | 8,770 |
Total revenue | 161,552 | 83,316 | 33,658 |
Cost of revenue: | ' | ' | ' |
Product | 28,912 | 14,467 | 5,690 |
Subscription and services | 18,853 | 3,163 | 1,590 |
Total cost of revenue | 47,765 | 17,630 | 7,280 |
Total gross profit | 113,787 | 65,686 | 26,378 |
Operating expenses: | ' | ' | ' |
Research and development | 66,036 | 16,522 | 7,275 |
Sales and marketing | 167,466 | 67,562 | 30,389 |
General and administrative | 52,503 | 15,221 | 4,428 |
Total operating expenses | 286,005 | 99,305 | 42,092 |
Operating loss | -172,218 | -33,619 | -15,714 |
Interest income | 68 | 7 | 3 |
Interest expense | -525 | -537 | -194 |
Other expense, net | -7,257 | -2,572 | -806 |
Loss before income taxes | -179,932 | -36,721 | -16,711 |
Provision for (benefit from) income taxes | -59,297 | -965 | 71 |
Net loss attributable to common stockholders | ($120,635) | ($35,756) | ($16,782) |
Net loss per share attributable to common stockholders, basic and diluted (usd per share) | ($2.66) | ($3.28) | ($1.99) |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted (shares) | 45,271 | 10,917 | 8,447 |
Condensed_Consolidated_Stockho
Condensed Consolidated Stockholders' Equity Condensed Consolidated Stockholders' Equity (USD $) | Total | Tall Maple Systems, Inc. [Member] | Ensighta Security, Inc. [Member] | Secure DNA [Member] | Mandiant, Inc. [Member] | Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Notes Receivables from Stockholders [Member] | Accumulated Deficit [Member] |
In Thousands, except Share data | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Tall Maple Systems, Inc. [Member] | Ensighta Security, Inc. [Member] | Secure DNA [Member] | Mandiant, Inc. [Member] | USD ($) | Tall Maple Systems, Inc. [Member] | Ensighta Security, Inc. [Member] | Secure DNA [Member] | Mandiant, Inc. [Member] | USD ($) | USD ($) |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||
Beginning balance, value at Dec. 31, 2010 | $1,348 | ' | ' | ' | ' | $5 | $1 | ' | ' | ' | ' | $51,671 | ' | ' | ' | ' | $0 | ($50,329) |
Beginning balance, shares at Dec. 31, 2010 | ' | ' | ' | ' | ' | 59,841,000 | 9,761,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional issuance cost of Series E convertible preferred stock | -3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3 | ' | ' | ' | ' | ' | ' |
Issuance of common stock related to acquisitions | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuances of common stock upon stock option exercises, shares | 816,000 | ' | ' | ' | ' | ' | 816,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuances of common stock upon stock option exercises | 62 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62 | ' | ' | ' | ' | ' | ' |
Vesting of stock options exercised with notes receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 144 | ' | ' | ' | ' | -144 | ' |
Accrued interest for notes receivable from stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7 | ' | ' | ' | ' | -7 | ' |
Issuance of restricted stock, shares | ' | ' | ' | ' | ' | ' | 1,220,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting of early exercise of equity awards | 9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 715 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 715 | ' | ' | ' | ' | ' | ' |
Net loss and total comprehensive loss | -16,782 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -16,782 |
Ending balance, value at Dec. 31, 2011 | -14,651 | ' | ' | ' | ' | 5 | 1 | ' | ' | ' | ' | 52,605 | ' | ' | ' | ' | -151 | -67,111 |
Ending balance, shares at Dec. 31, 2011 | ' | ' | ' | ' | ' | 59,841,000 | 11,797,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of Series F convertible preferred stock, shares | ' | ' | ' | ' | ' | 4,274,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of Series F convertible preferred stock | 44,779 | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | 44,778 | ' | ' | ' | ' | ' | ' |
Issuance of common stock related to acquisitions, shares | ' | ' | ' | ' | ' | ' | ' | 150,000 | 423,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock related to acquisitions | 3,116 | 816 | 2,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 816 | 2,300 | ' | ' | ' | ' |
Issuance of common stock upon stock option exercises with notes receivable, shares | ' | ' | ' | ' | ' | ' | 4,260,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuances of common stock upon stock option exercises, shares | 7,472,000 | ' | ' | ' | ' | ' | 3,212,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuances of common stock upon stock option exercises | 716 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 716 | ' | ' | ' | ' | ' | ' |
Vesting of stock options exercised with notes receivable | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | 816 | ' | ' | ' | ' | -817 | ' |
Accrued interest for notes receivable from stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35 | ' | ' | ' | ' | -35 | ' |
Issuance of restricted stock, shares | ' | ' | ' | ' | ' | ' | 2,686,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of unvested restricted common stock, shares | ' | ' | ' | ' | ' | ' | -93,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of unvested restricted common stock | -214 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -214 | ' | ' | ' | ' | ' | ' |
Vesting of early exercise of equity awards | 557 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 557 | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 6,843 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,843 | ' | ' | ' | ' | ' | ' |
Net loss and total comprehensive loss | -35,756 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -35,756 |
Ending balance, value at Dec. 31, 2012 | 5,390 | ' | ' | ' | ' | 6 | 2 | ' | ' | ' | ' | 109,252 | ' | ' | ' | ' | -1,003 | -102,867 |
Ending balance, shares at Dec. 31, 2012 | ' | ' | ' | ' | ' | 64,115,000 | 22,435,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of Series F convertible preferred stock, shares | ' | ' | ' | ' | ' | 475,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of Series F convertible preferred stock | 4,994 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,994 | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with initial public offering net of offering costs, shares | ' | ' | ' | ' | ' | ' | 17,450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with initial public offering, net of offering costs | 320,979 | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | 320,977 | ' | ' | ' | ' | ' | ' |
Conversion of convertible preferred stock to common stock in connection with initial public offering, shares | ' | ' | ' | ' | ' | -64,590,000 | -74,222,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of convertible preferred stock to common stock in connection with initial public offering | 0 | ' | ' | ' | ' | -6 | 7 | ' | ' | ' | ' | -1 | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock warrant to common stock warrant in connection with initial public offering | 10,067 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,067 | ' | ' | ' | ' | ' | ' |
Issuance of common stock related to acquisitions, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 16,921,000 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock related to acquisitions | 791,917 | ' | ' | 800 | 791,117 | ' | ' | ' | ' | ' | 2 | ' | ' | ' | 800 | 791,115 | ' | ' |
Issuances of common stock upon stock option exercises, shares | 6,222,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of note receivable from stockholder, net of early exercises | 1,831 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 828 | ' | ' | ' | ' | 1,003 | ' |
Issuance of common stock for equity awards, net of repurchases, shares | ' | ' | ' | ' | ' | ' | 6,680,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for equity awards, net of repurchases | 2,394 | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | 2,393 | ' | ' | ' | ' | ' | ' |
Vesting of early exercise of equity awards | 2,307 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,307 | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 28,858 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,858 | ' | ' | ' | ' | ' | ' |
Net loss and total comprehensive loss | -120,635 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -120,635 |
Ending balance, value at Dec. 31, 2013 | $1,048,102 | ' | ' | ' | ' | $0 | $14 | ' | ' | ' | ' | $1,271,590 | ' | ' | ' | ' | $0 | ($223,502) |
Ending balance, shares at Dec. 31, 2013 | ' | ' | ' | ' | ' | 0 | 137,758,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($120,635) | ($35,756) | ($16,782) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' | ' |
Depreciation and amortization | 20,758 | 6,917 | 3,272 |
Stock-based compensation | 28,858 | 6,843 | 715 |
Change in fair value of preferred stock warrant liability | 6,538 | 2,535 | 805 |
Loss on disposal of property and equipment | 110 | 197 | 201 |
Release of deferred tax valuation allowance | -61,028 | -1,241 | 0 |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | ' | ' | ' |
Accounts receivable | -35,145 | -10,106 | -13,540 |
Inventories | -3,089 | -817 | -658 |
Prepaid expenses and other assets | -15,629 | -3,084 | -187 |
Deferred costs of revenue | -1,590 | -669 | -742 |
Accounts payable | 11,504 | 6,189 | 5,400 |
Accrued liabilities | -18,488 | 511 | 284 |
Accrued compensation | 19,381 | 3,165 | 2,446 |
Deferred revenue | 95,010 | 46,303 | 23,836 |
Other long-term liabilities | 3,683 | 513 | 61 |
Net cash provided by (used in) operating activities | -69,762 | 21,500 | 5,111 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Acquisition of business, net of cash acquired | -89,240 | -889 | 0 |
Purchase of property and equipment and demonstration units | -57,560 | -18,848 | -5,217 |
Lease deposits | -1,669 | -478 | -7 |
Net cash used in investing activities | -148,469 | -20,215 | -5,224 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Net proceeds from initial public offering | 321,389 | 0 | 0 |
Borrowing from line of credit | 10,000 | 7,619 | 2,381 |
Repayment of line of credit | -20,000 | 0 | -2,322 |
Borrowing of term loan | 0 | 0 | 2,750 |
Repayment of term loan | -2,150 | -1,405 | -557 |
Net proceeds from issuance of convertible preferred stock | 9,988 | 39,785 | -3 |
Proceeds from exercise of equity awards | 5,428 | 2,454 | 875 |
Repayment of notes receivable from stockholders | 7,294 | 0 | 0 |
Repurchase of common stock | 0 | -214 | 0 |
Net cash provided by financing activities | 331,949 | 48,239 | 3,124 |
Net change in cash and cash equivalents | 113,718 | 49,524 | 3,011 |
Cash and cash equivalents, beginning of year | 60,200 | 10,676 | 7,665 |
Cash and cash equivalents, end of year | 173,918 | 60,200 | 10,676 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' | ' |
Cash paid for income taxes | 474 | 22 | 2 |
Cash paid for interest | 578 | 508 | 194 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' | ' |
Deferred initial public offering costs in accounts payable and accrued liabilities | 412 | 0 | 0 |
Common stock issued in connection with acquisitions | 791,917 | 3,116 | 0 |
Conversion of preferred stock warrants to common stock warrants | 10,067 | 0 | 0 |
Purchases of property and equipment and demonstration units in accounts payable | 6,435 | 2,874 | 117 |
Proceeds receivable from issuance of convertible preferred stock | $0 | $4,994 | $0 |
Description_of_Business_and_Su
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
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, IPS (“Intrusion Prevention Systems”), anti-virus, and gateways, which cannot stop advanced threats, leaving security holes in networks. We offer a solution that detects and blocks attacks across both Web and email 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 September 2013, we completed our initial public offering (“IPO”) in which we issued and sold 17,450,000 shares of common stock (inclusive of 2,275,000 shares of common stock from the full exercise of the over-allotment option granted to the underwriters) at a price of $20.00 per share. We received aggregate proceeds of $324.6 million from the sale of shares of common stock, net of underwriters’ discounts and commissions, but before deducting paid and unpaid offering expenses of approximately $3.6 million. Immediately prior to the closing of the IPO, all shares of our outstanding convertible preferred stock automatically converted into 74,221,533 shares of common stock. | |||||||
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 consolidated financial statements include the accounts of FireEye, Inc. and its wholly owned subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. | |||||||
Use of Estimates | |||||||
The preparation of consolidated financial statements in conformity 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 consolidated 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 common and preferred stock, stock options and preferred stock warrant liability, 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. | |||||||
Concentrations | |||||||
Financial instruments that subject us to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. We maintain a substantial portion of our cash and cash equivalents in money market funds invested in U.S. Treasury related obligations. Management believes that the financial institutions that hold our investments are financially sound and, accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. | |||||||
Our accounts receivables are primarily derived from our customers representing various geographical locations. We perform ongoing credit evaluations of our customers and generally do not require collateral on accounts receivable. We maintain an allowance for doubtful accounts for estimated potential credit losses. | |||||||
Summarized below are individual customers whose revenue or account receivable balances were 10% or higher than the respective total consolidated amounts: | |||||||
Year ended December 31, | |||||||
2013 | 2012 | 2011 | |||||
Percentage of Revenue: | |||||||
Accuvant | 11% | 10% | 12% | ||||
Carahsoft Technology Corporation | 11% | * | * | ||||
As of December 31, | |||||||
2013 | 2012 | ||||||
Percentage of Accounts Receivable: | |||||||
Accuvant | 12% | 14% | |||||
Scalar Decisions | * | 10% | |||||
* Less than 10% | |||||||
We rely primarily on a single contract manufacturer to assemble our products. In some cases we rely on sole suppliers for a certain number of our components. | |||||||
Foreign Currency Translation and Transactions | |||||||
The functional currency of our foreign subsidiaries is the U.S. dollar. We translate all monetary assets and liabilities denominated in foreign currencies into U.S. dollars using the exchange rates in effect at the balance sheet dates and other assets and liabilities using historical exchange rates. | |||||||
Foreign currency denominated revenue and expenses have been re-measured using the average exchange rates in effect during each period. Foreign currency re-measurement gains and losses have been included in other income (expense) and have not been significant for the years ended December 31, 2013, 2012 and 2011. | |||||||
Cash and Cash Equivalents | |||||||
We consider all highly liquid investments held at financial institutions, such as money market funds with original maturities of three months or less at date of purchase, to be cash equivalents. | |||||||
Fair Value of Financial Instruments | |||||||
We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, due to their short-term nature. The carrying amount of our preferred stock warrant liability represents their fair value and the long term debt is stated at the carrying value as the stated interest rate approximates the market rate currently available to us. | |||||||
Accounts Receivable | |||||||
Trade accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on our assessment of the collectability of accounts. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice, each partner’s expected ability to pay, and the collection history with each partner, when applicable, to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. As of December 31, 2013 and 2012, the allowance for doubtful accounts was not significant. | |||||||
Inventories | |||||||
Inventories are stated at lower of cost or market. Provisions have been made to reduce all slow-moving, obsolete or unusable inventories to their net realizable values. We purchase completed units from contract manufacturers. Accordingly, substantially all inventories are finished goods with an immaterial balance of replacement parts. As of December 31, 2013 and 2012, the provisions for excess and obsolete inventories were not significant. | |||||||
Deferred Costs of Revenue | |||||||
Deferred cost of revenue consists of direct and incremental costs related to product revenue deferred in accordance with the Company’s revenue recognition policy. Deferred cost of revenue that will be realized within the succeeding 12 month period is classified as current and the remaining is classified as non-current. | |||||||
Property and Equipment | |||||||
Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally two to five years. | |||||||
The estimated useful lives of property and equipment are described below: | |||||||
Property and Equipment | Useful Life | ||||||
Computer equipment and software | 2 to 5 years | ||||||
Leasehold improvements | Shorter of estimated useful life or remaining lease term | ||||||
Furniture and fixtures | 5 years | ||||||
Machinery and equipment | 2 to 5 years | ||||||
Demonstration Units | |||||||
Product demonstration units are included in prepaid and other current assets on the consolidated balance sheets. Demonstration units are recorded at cost and are amortized over the estimated useful life from the date of transfer from inventory, generally 12 months. We generally do not resell units that have been used for demonstration purposes. | |||||||
Impairment of Long-Lived Assets | |||||||
We evaluate events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of an asset, we record an impairment charge for the amount by which the carrying amount of the assets exceeds the fair value of the asset. Through December 31, 2013 we have not written down any of our long-lived assets as a result of impairment. | |||||||
Acquisitions | |||||||
We have accounted for all of our acquisitions using the purchase method as required under the provisions of FASB ASC 805, Business Combinations, or ASC 805. The total purchase price is allocated to the assets acquired and liabilities assumed based on fair values at the date of acquisition. | |||||||
Goodwill | |||||||
Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible assets acquired. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as one reporting unit and has selected December 1 as the date to perform its annual impairment test. In the valuation of its goodwill, the Company must make assumptions regarding estimated future cash flows to be derived from the Company. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss would be calculated by comparing the implied fair value of the Company to its net book value. In calculating the implied fair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the Company over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. There was no impairment of goodwill recorded for the years ended December 31, 2013, 2012 or 2011. | |||||||
Warranties | |||||||
We generally provide a one-year warranty on hardware. We do not accrue for potential warranty claims as a component of cost of product revenue as all product warranty claims are satisfied under our support and maintenance contracts. | |||||||
Deferred Revenue | |||||||
Deferred revenue consists of amounts that have been invoiced but that have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12 month period is recorded as current, and the remaining deferred revenue is recorded as non-current. | |||||||
Contract Manufacturer Liabilities | |||||||
We outsource most of our manufacturing, repair, and supply chain management operations to our independent contract manufacturers and payments to such manufacturers are a significant portion of our product cost of revenue. Although we could be contractually obligated to purchase manufactured products, we generally do not own the manufactured products. Product title transfers from our independent contract manufacturers to us and to our partners upon shipment. Our independent contract manufacturers assemble our products using design specifications, quality assurance programs, and standards that we establish, and they procure components and assemble our products based on our demand forecasts. These forecasts represent our estimates of future demand for our products based upon historical trends and analysis from our sales and product management functions as adjusted for overall market conditions. If the actual component usage and product demand are significantly lower than forecast, we may accrue for costs for contractual manufacturing commitments in excess of our forecasted demand, including costs for excess components or for carrying costs incurred by our contract manufacturers. To date, we have not accrued any significant costs associated with this exposure. | |||||||
Preferred Stock Warrant Liability | |||||||
The preferred stock warrant liability is measured and recognized in the financial statements at its fair value because the warrants contain anti-dilution provisions which require us to lower the exercise price of the warrants upon any future down-round financing. The fair value of the warrants is estimated using the Monte Carlo model at each reporting date. The change in fair value of the warrants is recognized in the consolidated statements of operations as other expense. We adjusted the liability quarterly for changes in fair value using a Monte Carlo model until the completion of the IPO in September 2013. Upon conversion of the underlying preferred stock to common stock, the related warrant liability was remeasured to fair value and the remaining liability was reclassified to additional paid-in capital. | |||||||
Revenue Recognition | |||||||
We generate revenue from the sales of products, subscriptions, support and maintenance, and other services primarily through our indirect relationships with our partners as well as end customers through our direct sales force. Our products include operating system software that is integrated into the appliance hardware and is deemed essential to its functionality. As a result, we account for revenue in accordance with Accounting Standards Codification 605, Revenue Recognition, and all related interpretations, as all our security appliance deliverables include proprietary operating system software, which together deliver the essential functionality of our products. | |||||||
Revenue is recognized when all of the following criteria are met: | |||||||
• | Persuasive Evidence of an Arrangement Exists. We rely upon non-cancelable sales agreements and purchase orders to determine the existence of an arrangement. | ||||||
• | Delivery has Occurred. We use shipping documents or transmissions of service contract registration codes to verify delivery. | ||||||
• | The Fee is Fixed or Determinable. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction. | ||||||
• | Collectability is Reasonably Assured. We assess collectability based on credit analysis and payment history. | ||||||
Our products include three principal security product families that address critical vectors of attack, including Web, email and file shares. Our Web Threat Prevention, File Threat Prevention, Forensic Analysis System and Central Management System appliance and subscription services qualify as separate units of accounting. Therefore, Web Threat Prevention, File Threat Prevention, Forensic Analysis System and Central Management System appliance product revenue is recognized at the time of shipment. However, our Email Threat Prevention cannot function without the use of our subscription services. As such, our Email Threat Prevention products and related services do not have stand-alone value and do not qualify as separate units of accounting. Therefore, Email Threat Prevention product revenue is recognized ratably over the longer of the contractual term of the subscription services or the estimated period the customer is expected to benefit from the product, provided that all other revenue recognition criteria have been met. Because we have only been selling our Email Threat Prevention since April 2011, we have a limited history with respect to subscription renewals for such product. As a result, revenue from all Email Threat Prevention products sold by us through December 31, 2013 has been recognized ratably over the contractual term of the subscription services. | |||||||
At the time of shipment, product revenue meets the criteria for fixed or determinable fees. In addition, payment from our partners is not contingent on the partners' collection from their end-customers. Our partners do not stock products and do not have any stock rotation rights. We recognize subscription and support and maintenance service revenue ratably over the contractual service period, which is typically one or three years. Other services revenue is recognized as the services are rendered and has not been significant to date. | |||||||
Most of our arrangements, other than renewals of subscriptions and support and maintenance services, are multiple-element arrangements with a combination of product, subscriptions, support and maintenance, and other services. For multiple-element arrangements, we allocate revenue to each unit of accounting based on an estimated selling price at the arrangement inception. The estimated selling price for each element is based upon the following hierarchy: vendor-specific objective evidence (“VSOE”) of selling price, if available, third-party evidence (“TPE”) of selling price, if VSOE of selling price is not available, or best estimate of selling price (“BESP”), if neither VSOE of selling price nor TPE of selling price are available. The total arrangement consideration is allocated to each separate unit of accounting using the relative estimated selling prices of each unit based on the aforementioned selling price hierarchy. We limit the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services or meeting of any specified performance conditions. | |||||||
To determine the estimated selling price in multiple-element arrangements, we seek to establish VSOE of selling price using the prices charged for a deliverable when sold separately and, for subscriptions and support and maintenance, based on the renewal rates and discounts offered to partners. If VSOE of selling price cannot be established for a deliverable, we seek to establish TPE of selling price by evaluating similar and interchangeable competitor products or services in standalone arrangements with similarly situated partners. However, as our products contain a significant element of proprietary technology and offer substantially different features and functionality from our competitors, we are unable to obtain comparable pricing of our competitors’ products with similar functionality on a standalone basis. Therefore, we have not been able to obtain reliable evidence of TPE of selling price. If neither VSOE nor TPE of selling price can be established for a deliverable, we establish BESP primarily based on historical transaction pricing. Historical transactions are segregated based on our pricing model and our go-to-market strategy, which include factors such as type of sales channel (reseller, distributor, or end-customer), the geographies in which our products and services were sold (domestic or international), offering type (products, subscriptions or services), and whether or not the opportunity was identified by our sales force or by our partners. In analyzing historical transaction pricing, we evaluate whether a majority of the prices charged for a product, as represented by a percentage of list price, fall within a reasonable range. To further support the best estimate of selling price as determined by the historical transaction pricing or when such information is unavailable, such as when there are limited sales of a new product, we consider the same factors we have established through our pricing model and go-to-market strategy. The determination of BESP is made through consultation with and approval by our management. We have established the estimated selling price of all of our deliverables using BESP. | |||||||
Shipping charges billed to partners are included in revenue and related costs are included in cost of revenue. Sales commissions and other incremental costs to acquire contracts are also expensed as incurred and are recorded in sales and marketing expense. After receipt of a partner order, any amounts billed in excess of revenue recognized are recorded as deferred revenue. | |||||||
Advertising Costs | |||||||
Advertising costs, which are expensed and included in sales and marketing expense when incurred, were $766,000, $1.1 million, $171,000 during the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||
Software Development Costs | |||||||
The costs to develop software have not been capitalized as we believe our current software development process is essentially completed concurrent with the establishment of technological feasibility. As such, all software development costs are expensed as incurred and included in research and development expense on the consolidated statements of operations. | |||||||
Stock-Based Compensation | |||||||
Compensation expense related to stock-based transactions, including employee and non-employee director awards and our 2013 Employee Stock Purchase Plan (the "ESPP"), is measured and recognized in the financial statements based on fair value. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model and a single option award approach. This model requires that at the date of grant we determine the fair value of the underlying common stock, the expected term of the award, the expected volatility of the price of our common stock, risk-free interest rates, and expected dividend yield of our common stock. The stock-based compensation expense, net of forfeitures, is recognized using a straight-line basis over the requisite service periods of the awards, which is generally four years. We estimate a forfeiture rate to calculate the stock-based compensation for our awards. Our forfeiture rate is based on an analysis of our actual historical forfeitures. | |||||||
We account for stock options issued to nonemployees based on the fair value of the awards determined using the Black-Scholes option-pricing model. The fair value of stock options granted to nonemployees is remeasured as the stock options vest, and the resulting change in value, if any, is recognized in the statement of operations during the period the related services are rendered. | |||||||
Income Taxes | |||||||
We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses and research and development credit carryforwards. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||||
We apply the authoritative accounting guidance prescribing a threshold and measurement attribute for the financial recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax liability as the largest amount that is more likely than not to be realized upon ultimate settlement. We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying Consolidated Statements of Operations. Accrued interest and penalties are included within other long-term liabilities in the Consolidated Balance Sheets. | |||||||
Net Loss Per Share Attributable to Common Stockholders | |||||||
We calculate our basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. Under the two-class method, in periods when the Company has net income, net income attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income less current period convertible preferred stock non-cumulative dividends, between common stock and the convertible preferred stock. In computing diluted net income attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock and convertible preferred stock warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. | |||||||
Recent Accounting Pronouncements | |||||||
In February 2013, the FASB issued guidance which addresses the presentation of amounts reclassified from accumulated other comprehensive income. This guidance does not change current financial reporting requirements, instead an entity is required to cross-reference to other required disclosures that provide additional detail about amounts reclassified out of accumulated other comprehensive income. In addition, the guidance requires an entity to present significant amounts reclassified out of accumulated other comprehensive income by line item of net income if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. Adoption of this standard is required for periods beginning after December 15, 2012 for public companies. This new guidance impacts how the Company reports comprehensive income and has had no effect on the Company’s results of operations, financial position or liquidity for the year ended December 31, 2013. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | |||||||||||||||||
We categorize assets and liabilities recorded at fair value on our consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows: | |||||||||||||||||
• | Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
• | Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. | ||||||||||||||||
• | Level 3—Inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. | ||||||||||||||||
The following table presents the fair value of our financial assets and liabilities using the above input categories (in thousands): | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
Money market funds | $ | 132,518 | $ | — | $ | — | $ | 132,518 | |||||||||
Total assets measured at fair value | $ | 132,518 | $ | — | $ | — | $ | 132,518 | |||||||||
As of December 31, 2012 | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
Money market funds | $ | 5,893 | $ | — | $ | — | $ | 5,893 | |||||||||
Preferred stock warrant liability | — | — | 3,529 | 3,529 | |||||||||||||
Total assets and liabilities measured at fair value | $ | 5,893 | $ | — | $ | 3,529 | $ | 9,422 | |||||||||
Level 1 investments consist solely of money market funds, included in cash and cash equivalents, valued at amortized cost which approximates fair value. Level 1 liabilities consist of long-term debt. Level 3 instruments consist solely of our preferred stock warrant liability in which the fair value was measured upon issuance and at each period end. Inputs used to determine the estimated fair value of the warrant liability as of the valuation date included remaining contractual term of the warrants, the risk-free interest rate, volatility of our comparable public companies over the remaining term, and the fair value of underlying shares. The significant unobservable inputs used in the fair value measurement of the preferred stock warrant liability were the fair value of the underlying stock at the valuation date and the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement. | |||||||||||||||||
The following table sets forth a summary of the changes in the fair value of our Level 3 financial instruments as follows | |||||||||||||||||
(in thousands): | |||||||||||||||||
Preferred Stock | |||||||||||||||||
Warrant | |||||||||||||||||
Liability | |||||||||||||||||
Balance as of December 31, 2011 | $ | 994 | |||||||||||||||
Change in fair value of preferred stock warrant liability | 2,535 | ||||||||||||||||
Balance as of December 31, 2012 | 3,529 | ||||||||||||||||
Change in fair value of preferred stock warrant liability | 6,538 | ||||||||||||||||
Reclassification of preferred stock warrants to common stock warrants upon IPO | (10,067 | ) | |||||||||||||||
Balance as of December 31, 2013 | $ | — | |||||||||||||||
The gains and losses from remeasurement of Level 3 financial liabilities are recorded through the other expenses, net in the statements of operations. |
Balance_Sheet_Components
Balance Sheet Components | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Property and Equipment | |||||||||
Property and equipment, net consisted of the following (in thousands): | |||||||||
As of December 31, | As of December 31, | ||||||||
2013 | 2012 | ||||||||
Computer equipment and software | $ | 57,403 | $ | 12,115 | |||||
Leasehold improvements | 15,660 | 2,668 | |||||||
Furniture and fixtures | 6,035 | 1,822 | |||||||
Machinery and equipment | 756 | 19 | |||||||
Total property and equipment | 79,854 | 16,624 | |||||||
Less: accumulated depreciation and amortization | (15,089 | ) | (3,088 | ) | |||||
Total property and equipment, net | $ | 64,765 | $ | 13,536 | |||||
Depreciation and amortization expense related to property and equipment and demonstration units during the years ended December 31, 2013, 2012 and 2011 was $19.2 million, $6.9 million and $3.3 million, respectively. |
Business_Combinations
Business Combinations | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
Acquisitions in 2013 | |||||||||
On December 30, 2013, we acquired privately held Mandiant Corporation (“Mandiant”), a leading provider of advanced end point security products and security incident response management solutions. We believe this acquisition creates an advanced threat protection vendor with the ability to find and stop attacks at every stage of the attack life cycle. | |||||||||
At the closing on December 30, 2013, we acquired all the outstanding shares of capital stock of Mandiant for 16,123,011 shares of our common stock and $106.5 million in cash. Under the terms and conditions of the Merger Agreement, each outstanding share of Mandiant common stock was converted into the right to receive (a) $5.22 in cash, without interest, and subject to applicable withholding tax, and (b) 0.8126 of a share of our common stock. This transaction is referred to herein as the merger. In connection with the merger, all of the outstanding stock options and restricted stock awards of Mandiant were converted into stock options and restricted stock awards, respectively, denominated in shares of our common stock. The common stock issued, along with the estimated fair value of vested equity awards assumed and cash payment, resulted in a preliminary estimated purchase price of $897.7 million for accounting purposes. The total preliminary estimated purchase consideration is as follows (in thousands): | |||||||||
Amount | |||||||||
Cash | $ | 106,538 | |||||||
Fair value of common stock | 704,414 | ||||||||
Estimated fair value of equity awards assumed | 86,703 | ||||||||
Total preliminary estimated purchase consideration | $ | 897,655 | |||||||
The acquisition of Mandiant 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 in the amount of $8.5 million in general and administrative expenses. Under the purchase method of accounting, the total purchase price as shown in the table above is allocated to the preliminary tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The total purchase price was allocated using the information currently available. As a result, we may continue to adjust the preliminary estimated purchase price allocation after obtaining more information regarding asset valuations, liabilities assumed, and revision of preliminary estimates. Total allocation of the estimated purchase consideration is as follows (in thousands): | |||||||||
Amount | |||||||||
Net tangible assets | $ | 9,629 | |||||||
Intangible assets | 275,500 | ||||||||
Deferred tax liability | (90,105 | ) | |||||||
Goodwill | 702,631 | ||||||||
Total preliminary purchase price allocation | $ | 897,655 | |||||||
As noted above, in connection with the acquisition, we also assumed and exchanged Mandiant’s outstanding stock options and restricted stock awards. The assumed options and restricted stock awards continue to have the same terms and conditions as set forth in the original stock option and restricted stock award agreements. The fair values of the equity awards assumed were estimated using a Black-Scholes-Merton option-pricing model. The estimated fair values of unvested equity awards of $122.6 million will be recorded as operating expense over the remaining requisite service periods as they relate to post combination services, while the fair values of vested equity based awards of $86.7 million will be included in total purchase price as they relate to pre combination services. | |||||||||
None of the goodwill recorded as part of the Mandiant acquisition will be deductible for U.S. federal income tax purposes. | |||||||||
Intangible assets consist primarily of developed technology, content, customer relationship and other intangible assets. Content intangibles represent threat intelligence, which is continually gathered from ongoing monitoring of endpoints and by incident response and remediation teams. The intangible assets attributable to customer relationships relate to Mandiant’s ability to sell existing, in-process and future versions of its products and services to its existing customers. Developed technology intangibles includes a combination of patented and unpatented technology, trade secrets, and computer software and processes that represent the foundation for planned new products and services. The preliminary 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 | 6-Apr | $ | 54,600 | ||||||
In-process research and development | N/A | 1,400 | |||||||
Content | 10 | 128,500 | |||||||
Customer relationships | 8 | 66,000 | |||||||
Contract backlog | 3-Jan | 12,600 | |||||||
Trade names | 4 | 12,400 | |||||||
Total | $ | 275,500 | |||||||
The results of operations of Mandiant's have been included in our consolidated statements of operations from the acquisition date although Mandiant operations made no material contribution to our revenue or expenses for the year ended December 31, 2013. The following table presents pro forma results of operations of the Company and Mandiant as if the companies had been combined as of January 1, 2012, and includes pro forma adjustments related to the amortization of acquired intangible assets and share-based compensation expense. Direct and incremental transaction costs are excluded from the year ended December 31, 2013 pro forma condensed combined financial information presented below, and included in year period ended December 31, 2012 pro forma condensed combined financial information presented below. The tax benefit of $28.0 million that resulted from the acquisition is recorded in the year ended December 31, 2012 pro-forma period. The pro forma condensed combined financial information is presented for informational purposes only. The unaudited pro forma results of operations are not necessarily indicative of results that would have occurred had the acquisition taken place at the beginning of the earliest period presented, or of future results. Included in the pro forma results are fair value adjustments based on the fair values of assets acquired and liabilities assumed as of the acquisition date. Pro-forma results include amortization of intangible assets related to the acquisition, acquisition related costs associated with the purchases and income tax effects. Supplemental information on an unaudited pro forma basis, as if the Mandiant acquisition had been consummated on January 1, 2012, is presented as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Pro forma revenue | 266,458 | 157,555 | |||||||
Pro forma loss from operations | (296,476 | ) | (130,885 | ) | |||||
Pro forma net loss | (223,740 | ) | (77,935 | ) | |||||
On September 3, 2013, we acquired all outstanding shares of Secure DNA Managed Services, Inc. and certain affiliated entities (collectively, “Secure DNA”), a security solutions provider based in Honolulu, Hawaii, focused on network monitoring and management, secured hosting, cloud e-mail protection, incident response and other network security related services. The acquisition of Secure DNA provides us with the developed technology platform that will facilitate the delivery of the advanced security services for all our products. | |||||||||
We accounted for the acquisition of Secure DNA as a purchase of a business. We expensed the related acquisition costs, consisting primarily of legal expenses in the amount of $0.2 million, and these expenses were presented as general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2013. Under the purchase method of accounting, the total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed. | |||||||||
The total preliminary purchase consideration of $4.9 million consisted of $4.1 million in cash and the issuance of 50,000 shares of our common stock with a fair value of $16.00 per share on the acquisition date. We also assumed deferred tax liabilities related to the fair value of the developed technology and customer relationships we obtained in the acquisition as well as other assumed liabilities related to normal operations. Primarily as a result of the deferred tax liabilities assumed in the acquisition, we recognized goodwill of $2.3 million equal to the excess of the purchase consideration over the fair value of the assets acquired and the liabilities assumed. None of the goodwill is expected to be deductible for income tax purposes. | |||||||||
The acquisition also includes a contingent obligation of up to $3.0 million, consisting of 190,000 shares of our common stock with a fair value of $16.00 per share on the acquisition date, to certain employees from Secure DNA, if specified product and service milestones are met within the two years of the acquisition date. As the obligation is contingent upon their continuous employment with us, the contingent obligation is being recorded as compensation expense ratably over the respective service periods. As of December 31, 2013, certain milestones were achieved, as a result, 81,699 shares of common stock were vested. | |||||||||
The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed at the acquisition date for the Secure DNA acquisition (in thousands): | |||||||||
Amount | |||||||||
Developed technology | $ | 1,300 | |||||||
Customer relationships | 1,900 | ||||||||
Deferred tax liabilities | (1,290 | ) | |||||||
Net assets acquired | 665 | ||||||||
Goodwill | 2,302 | ||||||||
Fair value of total consideration transferred | $ | 4,877 | |||||||
The results of operations of Secure DNA have been included in our consolidated statements of operations from the acquisition date. Pro Forma results of operations have not been presented because the acquisitions were not material to our results of operations. | |||||||||
Acquisitions in 2012 | |||||||||
On December 14, 2012, we acquired certain assets of Tall Maple Systems, Inc. (“Tall Maple”), a software platform provider that developed software applications to simplify the development cycle and reduce the time to market of Linux-based Internet appliances. We accounted for the acquisition of Tall Maple as a purchase of a business. We expensed the related acquisition costs, consisting primarily of legal expenses in the amount of $19,000 during the year ended December 31, 2012. These legal expenses were presented as general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2012. The total purchase consideration of $816,000 consisted of the issuance of 150,000 shares of our common stock with a fair value of $5.44 per share on the acquisition date. The acquisition of Tall Maple provided us with developed technology. We determined that the fair value of the developed technology was approximately equal to the purchase consideration and that no other identifiable intangible or tangible assets were acquired and no liabilities were assumed. Accordingly, we did not recognize any goodwill with the acquisition of Tall Maple. | |||||||||
On December 20, 2012, we acquired all outstanding shares of Ensighta Security, Inc. (“Ensighta”), a company that develops a software application that enables automatic security analysis of mobile apps on android based mobile devices. We accounted for the acquisition of Ensighta as a purchase of a business. We expensed the related acquisition costs, consisting primarily of legal expenses in the amount of $328,000 during the year ended December 31, 2012. These legal expenses were presented as general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2012. The total purchase consideration of $3.2 million consisted of $888,000 in cash and the issuance of 422,668 shares of our common stock with a fair value of $5.44 per share on the acquisition date. The acquisition of Ensighta provided us with developed technology and allowed us to enhance our workforce. We also assumed deferred tax liabilities related to the fair value of the developed technology we obtained in the acquisition as well as other assumed liabilities related to normal operations. Primarily as a result of the deferred tax liabilities assumed in the acquisition, we recognized goodwill of $1.3 million which represents the excess of the purchase consideration over the fair value of the assets acquired and the liabilities assumed. None of the goodwill is expected to be deductible for income tax purposes. | |||||||||
The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed at the acquisition date for the Ensighta acquisition (in thousands): | |||||||||
Amount | |||||||||
Developed technology | 3,378 | ||||||||
Deferred tax liabilities | (1,274 | ) | |||||||
Net assets acquired | (190 | ) | |||||||
Goodwill | 1,274 | ||||||||
Fair value of total consideration transferred | $ | 3,188 | |||||||
The results of operations of Tall Maple, Ensighta and Secure DNA have been included in our consolidated statements of operations from the acquisition date. Pro Forma results of operations have not been presented because the acquisitions were not material to our results of operations. | |||||||||
Goodwill and Purchased Intangible Assets | |||||||||
The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as following (in thousands): | |||||||||
Goodwill | |||||||||
Balance as of December 31, 2011 | $ | — | |||||||
Goodwill acquired | 1,274 | ||||||||
Balance as of December 31, 2012 | 1,274 | ||||||||
Goodwill acquired | 705,053 | ||||||||
Balance as of December 31, 2013 | $ | 706,327 | |||||||
Intangible assets consist of the following (in thousands): | |||||||||
As of December 31, | As of December 31, | ||||||||
2013 | 2012 | ||||||||
Developed technology | $ | 60,093 | $ | 4,194 | |||||
In-process research and development | 1,400 | — | |||||||
Content | 128,500 | — | |||||||
Customer relationships | 67,900 | — | |||||||
Contract backlog | 12,600 | — | |||||||
Trade names | 12,400 | — | |||||||
Less: accumulated amortization | (1,516 | ) | — | ||||||
Net acquired intangible assets | $ | 281,377 | $ | 4,194 | |||||
The developed technology, content and contract backlog will be amortized to cost of sales over the economic life of the related assets, which was estimated to be three to ten years as of the acquisition date. The customer relationships and trade names will be amortized to sales and marketing expense over the economic life of the related assets, which was estimated to be four to eight years as of the acquisition date. Amortization expense of intangible assets for the years ended December 31, 2013, 2012 and 2011was $1.5 million, zero and zero, respectively. | |||||||||
The expected annual amortization expense of intangible assets as of December 31, 2013 is presented below (in thousands): | |||||||||
Years Ending December 31, | Intangible Assets | ||||||||
2014 | $ | 42,855 | |||||||
2015 | 42,056 | ||||||||
2016 | 41,444 | ||||||||
2017 | 35,891 | ||||||||
2018 | 24,950 | ||||||||
2019 and thereafter | 92,781 | ||||||||
Total intangible assets subject to amortization | $ | 279,977 | |||||||
Total intangible assets with indefinite lives | $ | 1,400 | |||||||
Total | $ | 281,377 | |||||||
Deferred_Revenue
Deferred Revenue | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Revenue Recognition [Abstract] | ' | ||||||||
Deferred Revenue | ' | ||||||||
Deferred Revenue | |||||||||
Deferred revenue consists of the following (in thousands): | |||||||||
As of December 31, 2013 | As of December 31, 2012 | ||||||||
Product, current | $ | 13,823 | $ | 6,570 | |||||
Subscription and services, current | 96,712 | 37,180 | |||||||
Total deferred revenue, current | 110,535 | 43,750 | |||||||
Product, non-current | 6,711 | 3,888 | |||||||
Subscription and services, non-current | 70,268 | 28,768 | |||||||
Total deferred revenue, non-current | 76,979 | 32,656 | |||||||
Total deferred revenue | $ | 187,514 | $ | 76,406 | |||||
Longterm_Debt
Long-term Debt | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Long-term Debt | ' | ||||||||
Long-term Debt | |||||||||
In August 2005, we entered into a loan agreement (the “First Loan Agreement”) with two lenders that provided for borrowings under an equipment facility and a growth capital facility. The First Loan Agreement provided for advances under the equipment facility up to $1.0 million in $50,000 increments through the termination date on December 31, 2006 and advances under the growth capital facility up to $3.0 million in $1.0 million increments through the termination date on December 31, 2006. Outstanding borrowings under the equipment facility were due in 36 equal monthly payments of principal and interest following the month of borrowing, with a final payment on the maturity date equal to 2.5% of the drawn down principal. Outstanding borrowings under the growth capital facility were due in 36 monthly payments of principal and interest beginning January 1, 2007. There were no prepayment penalties for either the equipment facility or the growth capital facility. There were no amounts outstanding under the First Loan Agreement as of December 31, 2013 and 2012. | |||||||||
In June 2010, the Company entered into a second loan agreement (the “Second Loan Agreement”) with a lender that provides for: (1) a revolving line of credit facility, (2) an equipment facility and (3) a term loan. In addition, this loan agreement was amended in August 2011 to provide for additional borrowings under a (4) growth facility. The Second Loan Agreement provides certain financial-related covenants, among others, relating to delivery of audited financial statements to the lender. We were in compliance with all financial-related covenants under the Second Loan Agreement as of December 31, 2013 and 2012. | |||||||||
Line of Credit | |||||||||
Under the terms of the Second Loan Agreement, we are able to borrow up to $3.0 million under a revolving line of credit. The line of credit carries a floating interest rate equal to prime plus 1.5% and was to mature in June 2012. Borrowings under the line of credit were collateralized by all of the Company’s assets, excluding intellectual property, and the availability of borrowings under the line of credit were subject to certain borrowing base limitations around our outstanding accounts receivable. In August 2011, the Second Loan Agreement was amended to increase the amounts available under the line of credit to $10.0 million. In December 2012, the Second Loan Agreement was amended to increase the amounts available under the line of credit to $25.0 million, extend the maturity date to December 31, 2014 and add a supplemental equipment line of $15.0 million, which has a maturity date in September 2016. As of December 31, 2013 and 2012, there were no amounts outstanding under the supplemental equipment line. We drew down $10.0 million, $7.6 million and $2.4 million under the line of credit during the years ended December 31, 2013, 2012 and 2011, respectively. In October 2013, we repaid the outstanding borrowings in the amount of $20.0 million under the revolving line of credit facility under the Second Loan Agreement. We have not cancelled the revolving line of credit facility. Borrowings under the revolving line of credit consist of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Second Loan Agreement—revolving line of credit | $ | — | $ | 10,000 | |||||
Term Loans | |||||||||
Under the terms of the Second Loan Agreement, the Company was able to borrow up to $750,000 under the equipment facility. The equipment facility carries a fixed interest rate equal to 7.0% and requires payments of principal and interest due in 36 equal monthly installments beginning the month following any borrowings. Borrowings under the equipment facility were collateralized by all of our assets, excluding intellectual property. There are no prepayment penalties for the equipment facility. We borrowed $564,000 under the equipment facility during the year ended December 31, 2010 and paid off the balance during the year ended December 31, 2013. | |||||||||
Under the terms of the Second Loan Agreement, we borrowed $1.0 million under the term loan during the year ended December 31, 2010. The term loan carries a fixed interest rate equal to 8.0% and requires payments of principal and interest in 36 equal monthly installments beginning July 2010. Borrowings under the term loan were collateralized by all of our assets, excluding intellectual property. There are no prepayment penalties for the term loan. We paid off the balance during the year ended December 31, 2013. | |||||||||
Under the terms of the Second Loan Agreement, as amended in August 2011, we borrowed $2.75 million under a growth facility during the year ended December 31, 2011. The borrowings under the growth facility in the amount of $1.0 million was available until October 2011, and the remaining $1.75 million was available through the maturity date in December 2014. The growth facility carries a fixed interest rate equal to 6.5% and requires payments of principal and interest in 36 equal monthly installments beginning the month following any borrowings. Borrowings under the growth facility were collateralized by all of the Company’s assets, excluding intellectual property. There are no prepayment penalties for the growth facility. We paid off the outstanding balance during the year ended December 31, 2013. | |||||||||
Outstanding borrowings under our debt agreements consist of the following (in thousands): | |||||||||
31-Dec-12 | |||||||||
Second Loan Agreement—equipment facility | $ | 132 | |||||||
Second Loan Agreement—growth capital facility | 1,832 | ||||||||
Second Loan Agreement—term loan | 183 | ||||||||
2,147 | |||||||||
Less current portion | (1,231 | ) | |||||||
Total | $ | 916 | |||||||
There were no outstanding balances under the term loan as of December 31, 2013. | |||||||||
Warrants | |||||||||
Under the terms of the First Loan Agreement during the years ended December 31, 2005, 2006, 2007 and 2008, we issued to the two lenders fully vested warrants to purchase an aggregate of 245,899 shares of Series A-2 convertible preferred stock and an aggregate of 118,942 shares of Series B convertible preferred stock. The Series A-2 warrants have an exercise price of $0.61 per share and a contractual term of 10 years. The Series B warrants have an exercise price of $1.32 per share and a contractual term of 10 years. The fair value of the warrants upon issuance, which was $4,000 in the aggregate, was recorded as debt issuance costs and a warrant liability. The shares underlying these warrants were converted from preferred stock to common stock upon the closing of our initial public offering in September 2013. | |||||||||
Under the terms of the Second Loan Agreement, we issued to the lender a fully vested warrant to purchase 100,000 shares of Series D convertible preferred stock during the year ended December 31, 2010. The Series D warrant has an exercise price of $0.39 per share and expires in June 2015. The fair value upon issuance in the amount of $12,000 was determined utilizing the Monte Carlo model with the following assumptions: contractual term of 10 years, expected volatility of 79%, risk-free rate of 2.2%, control premium of 30%, change of control probability of 50% and IPO threshold of $500 million. The fair value of the warrant upon issuance was recorded as debt issuance costs and a warrant liability. The shares underlying this warrant were converted from preferred stock to common stock upon the closing of our initial public offering in September 2013. | |||||||||
Under the terms of the Second Loan Agreement, we also issued to the lender a fully vested warrant to purchase 60,661 shares of Series E convertible preferred stock during the year ended December 31, 2011. The Series E warrant has an exercise price of $1.36 per share and expires in August 2016. The fair value upon issuance in the amount of $56,000 was determined utilizing the Monte Carlo model with the following assumptions: contractual term of 10 years, expected volatility of 79%, risk-free rate of 1.6%, control premium of 40%, change of control probability of 50% and IPO threshold of $500 million. The fair value of the warrant upon issuance was recorded as debt issuance costs and a warrant liability. The shares underlying this warrant were converted from preferred stock to common stock upon the closing of our initial public offering in September 2013. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | |||||
Leases | |||||
We lease our facilities under various non-cancelable operating leases, which expire through the year ending December 31, 2024. Rent expense is recognized using the straight-line method over the term of the lease. Rent expense was $3.7 million , $796,000 and $324,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||
The aggregate future non-cancelable minimum rental payments on our operating leases, as of December 31, 2013, are as follows (in thousands): | |||||
Years Ending December 31, | Amount | ||||
2014 | $ | 8,283 | |||
2015 | 8,201 | ||||
2016 | 6,009 | ||||
2017 | 5,175 | ||||
2018 | 3,009 | ||||
2019 and thereafter | 9,759 | ||||
Total | $ | 40,436 | |||
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 December 31, 2013 and 2012, we had $16.7 million and $3.3 million, respectively, of non-cancellable open orders. As of December 31, 2013 and 2012, we have not accrued any significant cost associated with the excess of our forecasted demand including costs for excess components or for carrying costs incurred by our independent contract manufacturers. | |||||
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. | |||||
We are 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 while they are serving in good faith in such capacities. Through December 31, 2013, there have been no claims under any indemnification provisions. |
Convertible_Preferred_Stock_Wa
Convertible Preferred Stock Warrants | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||||||||
Convertible Preferred Stock Warrants | ' | ||||||||||||||
Convertible Preferred Stock Warrants | |||||||||||||||
In connection with the First Loan Agreement and Second Loan Agreement entered into or amended during the years ended December 31, 2005, 2006, 2007, 2008, 2011 and 2012 (Note 6), we issued warrants to purchase an aggregate of 525,502 shares of convertible preferred stock, all of which were exercisable upon issuance. As of December 31, 2012, all of the convertible preferred stock warrants remained outstanding as follows (in thousands, except share and per share amounts): | |||||||||||||||
Class of Shares | Issuance Date(s) | Expiration Date(s) | No. of | Exercise | As of December 31, | ||||||||||
Shares | Price per | ||||||||||||||
Share | 2012 | ||||||||||||||
Series A-2 | 2005 and 2006 | 2015 and 2016 | 245,899 | $ | 0.61 | $ | 1,632 | ||||||||
Series B | 2006 through 2008 | 2016 through 2018 | 118,942 | $ | 1.32 | 925 | |||||||||
Series D | June 2010 | June 2020 | 100,000 | $ | 0.39 | 634 | |||||||||
Series E | Aug-11 | Aug-21 | 60,661 | $ | 1.36 | 338 | |||||||||
Total | $ | 3,529 | |||||||||||||
Prior to our IPO, the fair value of the warrants was recorded as a warrant liability. The warrant was recorded at its estimated fair value utilizing the Monte Carlo model with changes in the fair value of the warrant liability reflected in other expense, net. Upon the completion of our IPO, the shares underlying the warrants were converted from warrants to purchase preferred stock into warrants to purchase approximately 616,000 shares of common stock, and the related balance of the preferred stock warrant liability was reclassified to additional paid-in capital and there would be no expenses related to these warrants in future periods. In October 2013, warrants to purchase an aggregate of 304,043 shares of common stock were exercised on a cashless basis resulting in a net issuance of 299,160 shares of common stock. As of December 31, 2013, warrants to purchase 311,747 shares of common stock at a weighted average exercise price of $0.72 per share were outstanding. | |||||||||||||||
During the years ended December 31, 2013, 2012 and 2011, we recognized charges in the amount of $6.5 million, $2.5 million and $805,000 , respectively, from the remeasurement of the fair value of the warrants, which was recorded through other expense, net in the consolidated statements of operations. | |||||||||||||||
The value of the underlying warrants were determined using the following assumptions as of December 31, 2012: | |||||||||||||||
As of December 31, | |||||||||||||||
2012 | |||||||||||||||
Remaining contractual term (in years) | 2.6 – 8.7 | ||||||||||||||
Risk-free interest rate | 0.3% –1.5% | ||||||||||||||
Volatility | 55% – 64% | ||||||||||||||
Change of control probability | 25% – 50% | ||||||||||||||
Control premium | 40% | ||||||||||||||
IPO threshold (in billions) | $0.6 – $1.8 | ||||||||||||||
The above assumptions were determined as follows: | |||||||||||||||
Remaining contractual term—The remaining contractual term represents the time from the date of the valuation to the expiration of the warrant; | |||||||||||||||
Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury yield in effect as of December 31, 2012 for zero coupon U.S. Treasury notes with maturities approximately equal to the term of the warrant; | |||||||||||||||
Volatility—The volatility is derived from historical volatilities of several unrelated publicly listed peer companies over a period approximately equal to the term of the warrant because the Company has limited information on the volatility of the preferred stock since there is currently no trading history. When making the selections of industry peer companies to be used in the volatility calculation, the Company considered the size, operational and economic similarities to the Company’s principle business operations; | |||||||||||||||
Change of control probability—The change of control probability is the Board of Directors’ estimate of the probability that the Company will be involved in a change of control transaction; and | |||||||||||||||
Control premium—The control premium represents an additional amount above the value of an entity’s common stock that an investor would be willing to pay to obtain control over that entity. |
Convertible_Preferred_Stock
Convertible Preferred Stock | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Temporary Equity [Abstract] | ' | ||||||||
Convertible Preferred Stock | ' | ||||||||
Convertible Preferred Stock | |||||||||
Immediately prior to the closing of the Company's IPO, all of the outstanding shares of convertible preferred stock automatically converted to 74,221,553 shares of common stock. As of December 31, 2012, we had the following convertible preferred stock outstanding, all of which was converted to common stock in connection with our IPO (in thousands): | |||||||||
31-Dec-12 | |||||||||
Shares | Shares | Liquidation | |||||||
Designated | Issued and | Preference | |||||||
Outstanding | |||||||||
Series A-1 | 1,000 | 1,000 | $ | 250 | |||||
Series A-2 | 10,410 | 10,164 | 6,200 | ||||||
Series B | 11,104 | 10,985 | 14,500 | ||||||
Series C | 7,049 | 7,049 | 14,604 | ||||||
Series D | 26,331 | 26,231 | 10,187 | ||||||
Series E | 4,632 | 4,412 | 6,000 | ||||||
Series F | 4,800 | 4,274 | 45,005 | ||||||
Total | 65,326 | 64,115 | $ | 96,746 | |||||
Significant terms of the convertible preferred stock were as follows: | |||||||||
Voting Rights | |||||||||
Prior to our IPO, the holders of the convertible preferred stock were entitled to one vote for each share of common stock into which their shares of convertible preferred stock would be converted and the holders of the convertible preferred stock and common stock would have voted together on an as-converted basis. For the election of the directors, and as long as 1,000,000 shares of convertible preferred stock were outstanding, the holders of the Series A-1, A-2, B, C, D and E convertible preferred stock were entitled to elect two directors. The holders of the common stock were entitled to elect two directors. A majority of the preferred stock (other than Series F convertible preferred stock) and common stock (each voting as a separate class) was required to elect any remaining directors. The holders of the Series F convertible preferred stock did not have voting rights with respect to the election of directors. | |||||||||
Dividends | |||||||||
The holders of the convertible preferred stock were entitled, when, as, and if declared by the Board of Directors, and prior and in preference to common stock, to non-cumulative dividends at the following per annum rates; $0.015 per share for Series A-1, $0.0366 per share for Series A-2, $0.0792 per share for Series B, $0.1243 per share for Series C, $0.0233014 per share for Series D, $0.0816 per share for Series E and $0.6318 per share for Series F. There were no cumulative preferred stock dividends in arrears as of December 31, 2013 and 2012. No dividends have been paid to date. | |||||||||
Liquidation | |||||||||
Prior to our IPO, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of our operations, all assets available for distribution would have been distributed to the holders of convertible preferred stock based on the original issue price of the related shares as follows: $0.25 per share for Series A-1, $0.61 per share for Series A-2, $1.32 per share for Series B, $2.0717 per share for Series C, $0.3883572 per share for Series D, $1.36 per share for Series E, and $10.5294 per share for Series F, plus in each case all declared and unpaid dividends. If the available funds were insufficient to permit full payment of each Series’ original issue price, the available funds would have been allocated based on the number of shares of convertible preferred stock outstanding on a pro-rata basis. Any remaining available funds after payment to the holders of the convertible preferred stock would have been distributed to holders of common stock on a pro-rata basis, except that if the holder of convertible preferred stock would receive more funds had they converted into common stock, then the holders of convertible preferred stock would have received the amount they would have received had they converted to common stock. | |||||||||
Conversion | |||||||||
Prior to our IPO, shares of convertible preferred stock were convertible, at any time and at the option of the holder, into shares of common stock. Shares of convertible preferred stock automatically convert into shares of common stock immediately prior to the closing of the IPO. As of December 31, 2012, the conversion ratio for all series of convertible preferred stock was as follows; 1:1 for Series A-1, 1:1.1730769 for Series A-2, 1:1.4012739 for Series B, 1:1.4915047 for Series C, 1:1 for Series D and 1:1 for Series E. As of December 31, 2013, the conversion ratio for the Series F convertible preferred stock was 1:1. | |||||||||
Redemption | |||||||||
The convertible preferred stock was not redeemable. |
Common_Shares_Reserved_for_Iss
Common Shares Reserved for Issuance | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Equity [Abstract] | ' | ||||||
Common Shares Reserved for Issuance | ' | ||||||
Common Shares Reserved for Issuance | |||||||
We were authorized to issue 1,000,000,000 and 130,000,000 shares, respectively, of common stock with a par value of $0.0001 per share as of December 31, 2013 and 2012, respectively. Each share of common stock 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 the Board of Directors, subject to the prior rights of holders of all classes of convertible preferred stock outstanding. | |||||||
As of December 31, 2013 and 2012, we had reserved shares of common stock for issuance as follows (in thousands): | |||||||
As of December 31, | As of December 31, | ||||||
2013 | 2012 | ||||||
Reserved under stock award plans | 40,226 | 21,443 | |||||
Conversion of preferred stock | — | 73,747 | |||||
Warrants to purchase convertible preferred stock | — | 616 | |||||
Warrants to purchase common stock | 312 | — | |||||
ESPP | 2,500 | — | |||||
Total | 43,038 | 95,806 | |||||
Equity_Award_Plans
Equity Award Plans | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||||
Share Based Awards | ' | |||||||||||||||||||||
Equity Award Plans | ||||||||||||||||||||||
We have operated under three equity award plans, our 2004 Stock Option Plan (“2004 Plan”), our 2008 Stock Plan (“2008 Plan”), and our 2013 Equity Incentive Plan (“2013 Plan”) (collectively, the “Plans”), which were adopted by the Board of Directors and approved by the stockholders in August 2004, February 2008 and August 2013, respectively. | ||||||||||||||||||||||
Our 2008 Plan and 2013 Plan provide for the issuance of restricted stock and the granting of options and restricted stock units to our employees, officers, directors, and consultants. Our 2004 Plan only allowed for the issuance of stock options. Awards granted under the Plans vest over the periods determined by the Board of Directors, generally four years, and 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 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 a 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 for so long as such stock remains unvested. | ||||||||||||||||||||||
A total of 11,015,257 shares of our common stock is reserved for future grants as of December 31, 2013 under the 2013 Plan. As of January 1, 2014, an additional 6,887,875 shares of common stock became available for future grants under our 2013 Plan pursuant to provisions thereof that automatically increase the share reserve under such plan each year. | ||||||||||||||||||||||
We terminated our 2004 Plan in 2008 and terminated our 2008 Plan upon the completion of our IPO. Awards that were outstanding upon termination remained outstanding pursuant to their original terms. | ||||||||||||||||||||||
Mandiant Equity Awards Issued in Acquisition | ||||||||||||||||||||||
In connection with the Mandiant acquisition, we assumed stock options and restricted stock awards covering an aggregate of 4.6 million shares of our common stock. At the date of the acquisition, 2.1 million of the stock options were vested and its fair value was recorded as part of the purchase consideration. The fair value related to the assumed 2.5 million unvested stock options are recognized as post-combination compensation costs and is being recorded as post-combination compensation expense ratably over the respective remaining service periods. | ||||||||||||||||||||||
2013 Employee Stock Purchase Plan | ||||||||||||||||||||||
In August 2013, our board of directors adopted, and our stockholders approved, our ESPP. The ESPP became effective upon adoption. | ||||||||||||||||||||||
The 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 of each offering period or on the exercise date. Each offering period will be approximately twelve months starting on the first trading date on or after May 15 and November 15 of each year, except for the first offering period, which commenced on September 19, 2013 and will end on the first trading day on or after May 15, 2014. Participants may purchase shares of common stock through payroll deduction of up to 15% of their eligible compensation, subject to purchase limits of 3,000 shares for each normal purchase period or $25,000 worth of stock for each calendar year. | ||||||||||||||||||||||
A total of 2,500,000 shares of our common stock is available for sales under the ESPP. In addition, our ESPP provides for annual increases in the number of shares available for issuance on the first day of each fiscal year beginning in 2014, equal to the lesser of: 1% of the outstanding shares of our common stock on the first day of such fiscal year; 3,700,000 shares; or such other amount as may be determined by our board of directors. As of January 1, 2014, an additional 1,377,575 shares of common stock became available for future issuance under our ESPP pursuant to provisions thereof that automatically increase the share reserve under such plan each year. | ||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||
We record stock-based compensation based on fair value of stock options on grant date 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. The ESPP is compensatory and results in compensation expense. We determine the fair value of common shares to be issued under the ESPP using the Black-Scholes option-pricing model. We recognize such compensation expense on a straight-line basis over the employee’s requisite service period. We determined valuation assumptions as follows: | ||||||||||||||||||||||
Fair Value of Common Stock | ||||||||||||||||||||||
Prior to our IPO, the fair value of the common stock underlying the stock option awards was determined by the our board of directors. Given the absence of a public trading market, our Board of Directors considered numerous objective and subjective factors to determine the fair value of our common stock at each meeting at which awards were approved. These factors included, but were not limited to (i) contemporaneous third-party valuations of common stock; (ii) the rights and preferences of convertible preferred stock relative to common stock; (iii) the lack of marketability of common stock; (iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions. After the completion of our IPO, we have been using the listed stock price on the date of grant as the fair value of our common stock. | ||||||||||||||||||||||
Risk-Free Interest Rate | ||||||||||||||||||||||
We base the risk-free interest rate used in the Black-Scholes option-pricing model on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent expected term of the options for each option group. | ||||||||||||||||||||||
Expected Term | ||||||||||||||||||||||
The expected term represents the period that our stock-based awards are expected to be outstanding. We base the expected term assumption based on our historical behavior combined with estimates of post-vesting holding period. | ||||||||||||||||||||||
Volatility | ||||||||||||||||||||||
We determine the price volatility factor based on the historical volatilities of our peer group as we did not have sufficient trading history for our common stock. | ||||||||||||||||||||||
Dividend Yield | ||||||||||||||||||||||
The expected dividend assumption is based on our current expectations about our anticipated dividend policy. | ||||||||||||||||||||||
The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine fair value of our stock options: | ||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||
Fair value of common stock | $6.05 - $42.37 | $1.65 - $5.44 | $0.57 - $1.65 | |||||||||||||||||||
Risk-free interest rate | 0.6% - 2.1% | 0.2% - 3.4% | 1.0% - 2.8% | |||||||||||||||||||
Expected term (in years) | 6-Apr | 1 - 6 | 5 - 7 | |||||||||||||||||||
Volatility | 46% - 54% | 49% - 53% | 51% - 52% | |||||||||||||||||||
Dividend yield | —% | —% | —% | |||||||||||||||||||
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: | ||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||
Fair value of common stock | $20.00 | NA | ||||||||||||||||||||
Risk-free interest rate | 0.10% | NA | ||||||||||||||||||||
Expected term (in years) | 0.7 - 1.2 | NA | ||||||||||||||||||||
Volatility | 42% - 45% | NA | ||||||||||||||||||||
Dividend yield | —% | NA | ||||||||||||||||||||
Total stock-based compensation expense related to stock options, restricted stock units and awards, and ESPP, is included in the consolidated statements of operations as follows (in thousands): | ||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||
Cost of product revenue | $ | 469 | $ | 115 | $ | 31 | ||||||||||||||||
Cost of subscription and services revenue | 2,341 | 55 | 8 | |||||||||||||||||||
Research and development | 6,958 | 1,465 | 148 | |||||||||||||||||||
Sales and marketing | 10,748 | 1,672 | 360 | |||||||||||||||||||
General and administrative | 8,342 | 3,536 | 168 | |||||||||||||||||||
Total | $ | 28,858 | $ | 6,843 | $ | 715 | ||||||||||||||||
As of December 31, 2013, total compensation cost related to stock-based awards not yet recognized was $198.2 million, net of estimated forfeitures, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 3 years. | ||||||||||||||||||||||
During the year ended December 31, 2012, we modified the terms of certain stock-based awards for former employees and recorded $292,000 of additional compensation expense within general and administrative and sales and marketing expenses. | ||||||||||||||||||||||
Stock Option Activity | ||||||||||||||||||||||
A summary of the activity for our stock option changes and a summary of information related to options exercisable, vested, and expected to vest are presented below (in thousands, except per share and contractual life amounts and years): | ||||||||||||||||||||||
Options Outstanding | ||||||||||||||||||||||
Shares | Number of | Weighted- | Weighted- | Weighted- | Aggregate | |||||||||||||||||
Available for | Shares | Average | Average | Average | Intrinsic Value | |||||||||||||||||
Grant | Exercise Price | Grant Date Fair Value Per Share | Contractual | |||||||||||||||||||
Life (years) | ||||||||||||||||||||||
Balance— December 31, 2010 | 5,271 | 7,605 | $ | 0.07 | 8.7 | $ | 12 | |||||||||||||||
Additional shares authorized | 2,858 | |||||||||||||||||||||
Restricted stock awards and units granted | — | — | — | |||||||||||||||||||
Option granted | (8,089 | ) | 8,089 | $ | 0.72 | $ | 0.44 | |||||||||||||||
Options exercised | — | (816 | ) | $ | 0.22 | $ | 547 | |||||||||||||||
Options canceled | 167 | (167 | ) | $ | 0.37 | |||||||||||||||||
Balance— December 31, 2011 | 207 | 14,711 | $ | 0.42 | 8.6 | $ | 11,227 | |||||||||||||||
Additional shares authorized | 16,308 | |||||||||||||||||||||
Restricted stock awards and units granted | (2,335 | ) | ||||||||||||||||||||
Repurchases | 24 | |||||||||||||||||||||
Option granted | (11,341 | ) | 11,341 | 1.92 | $ | 1.35 | ||||||||||||||||
Options exercised | — | (7,472 | ) | 1.27 | $ | 6,682 | ||||||||||||||||
Options canceled | 1,244 | (1,244 | ) | 1.06 | ||||||||||||||||||
Balance— December 31, 2012 | 4,107 | 17,336 | 0.98 | 8.3 | $ | 77,250 | ||||||||||||||||
Additional shares authorized | 20,413 | |||||||||||||||||||||
Restricted stock awards and units granted | (1,949 | ) | ||||||||||||||||||||
Restricted stock awards and units forfeited | 173 | |||||||||||||||||||||
Option granted | (13,182 | ) | 13,182 | $ | 9.57 | $ | 5.71 | |||||||||||||||
Options exercised | — | (6,222 | ) | $ | 0.88 | $ | 41,599 | |||||||||||||||
Options cancelled | 1,453 | (1,453 | ) | $ | 3.6 | |||||||||||||||||
Options assumed in acquisition | — | 4,579 | $ | 5.93 | ||||||||||||||||||
Balance— December 31, 2013 | 11,015 | 27,422 | $ | 5.82 | 8.3 | $ | 1,036,224 | |||||||||||||||
Options vested and expected to vest—December 31, 2013 | 25,905 | $ | 5.64 | 8.2 | $ | 983,507 | ||||||||||||||||
Options exercisable—December 31, 2013 | 8,673 | $ | 1.59 | 6.7 | $ | 364,420 | ||||||||||||||||
Additional information regarding options outstanding as of December 31, 2013 is as follows (in thousands, except per share data and years): | ||||||||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||||
Exercise Price Range | Number of Shares | Weighted- | Weighted- | Number of Shares | Weighted- | |||||||||||||||||
Average | Average | Average | ||||||||||||||||||||
Remaining | Exercise Price | Exercise Price | ||||||||||||||||||||
Contractual | ||||||||||||||||||||||
Life (Years) | ||||||||||||||||||||||
$ | 0.06 | - | $ | 0.06 | 22 | 2.7 | $ | 0.06 | 22 | $ | 0.06 | |||||||||||
$ | 0.07 | - | $ | 0.07 | 3,045 | 6.2 | $ | 0.07 | 2,926 | $ | 0.07 | |||||||||||
$ | 0.11 | - | $ | 0.95 | 3,021 | 5.9 | $ | 0.55 | 2,392 | $ | 0.54 | |||||||||||
$ | 1.06 | - | $ | 1.65 | 3,695 | 7.9 | $ | 1.47 | 1,497 | $ | 1.45 | |||||||||||
$ | 2.48 | - | $ | 4.68 | 1,946 | 8.5 | $ | 3.03 | 553 | $ | 3.06 | |||||||||||
$ | 5.44 | - | $ | 5.44 | 3,664 | 8.9 | $ | 5.44 | 312 | $ | 5.44 | |||||||||||
$ | 6.61 | - | $ | 7.92 | 2,100 | 8.2 | $ | 7.03 | 970 | $ | 6.91 | |||||||||||
$ | 7.93 | - | $ | 7.93 | 3,633 | 9.3 | $ | 7.93 | — | $ | 7.93 | |||||||||||
$ | 8.09 | - | $ | 10.25 | 3,746 | 9.5 | $ | 9.59 | — | $ | — | |||||||||||
$ | 13 | - | $ | 13 | 1,756 | 9.6 | $ | 13 | 1 | $ | 13 | |||||||||||
$ | 20 | - | $ | 20 | 367 | 9.7 | $ | 20 | — | $ | — | |||||||||||
$ | 38.33 | - | $ | 38.86 | 328 | 9.9 | $ | 38.52 | — | $ | — | |||||||||||
$ | 42.37 | - | $ | 42.37 | 99 | 9.8 | $ | 42.37 | — | $ | — | |||||||||||
$ | 0.06 | - | $ | 42.37 | 27,422 | 8.3 | $ | 5.82 | 8,673 | $ | 1.59 | |||||||||||
Restricted Common Stock, Restricted Stock Award (“RSA”) and Restricted Stock Unit (“RSU”) Activity | ||||||||||||||||||||||
A summary of information related to restricted stock awards, restricted stock units and restricted common stock are presented below (in thousands, except per share data and years): | ||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||
In the Plans | Outside of the Plans | Weighted- | Weighted- | Aggregate | ||||||||||||||||||
Average | Average | Intrinsic Value | ||||||||||||||||||||
Grant-Date Fair Value Per Share | Contractual | |||||||||||||||||||||
Life (years) | ||||||||||||||||||||||
Unvested balance —December 31, 2010 | — | — | ||||||||||||||||||||
Granted outside of the Plans | — | 1,220 | $ | 0.47 | ||||||||||||||||||
Vested | — | — | ||||||||||||||||||||
Canceled/forfeited | — | — | ||||||||||||||||||||
Unvested balance —December 31, 2011 | — | 1,220 | ||||||||||||||||||||
Granted | 2,335 | — | $ | 2.31 | ||||||||||||||||||
Granted outside of the Plans | — | 352 | $ | 5.44 | ||||||||||||||||||
Vested | (440 | ) | (458 | ) | ||||||||||||||||||
Canceled/forfeited | — | — | ||||||||||||||||||||
Unvested balance— December 31, 2012 | 1,895 | 1,114 | ||||||||||||||||||||
Granted | 1,949 | — | $ | 31.59 | ||||||||||||||||||
Vested | (1,509 | ) | (606 | ) | ||||||||||||||||||
Canceled/forfeited | (262 | ) | — | |||||||||||||||||||
Granted in connection with acquisitions | — | 1,021 | $ | 37.65 | ||||||||||||||||||
Unvested balance —December 31, 2013 | 2,073 | 1,529 | 1.7 | $ | 157,108 | |||||||||||||||||
Expected to vest—December 31, 2013 | 1,844 | 1,361 | 1.7 | 139,773 | ||||||||||||||||||
During the year ended December 31, 2013, we granted restricted stock units and restricted stock awards covering an aggregate of 565,500 shares of common stock to certain employees which vest upon the achievement of certain performance conditions, subject to the employees’ continued service relationship with the Company, and the completion of the Company’s initial public offering by December 31, 2014. 60,000 shares were subsequently forfeited to the Company. The grant date fair value of the restricted stock units was approximately $4.0 million, or $7.01 per share. In 2013, we recognized $1.1 million, a cumulative lump sum charge, equal to the compensation costs associated with requisite services that had been rendered as of December 31, 2013, as the performance condition was achieved. As of December 31, 2013, all restricted stock units were subject to forfeiture. | ||||||||||||||||||||||
In December 2013, we granted 1,274,938 shares of restricted stock units to certain employees which vest upon the achievement of certain performance conditions, subject to the employees’ continued service relationship with the Company. The grant date fair value of the restricted stock units was approximately $55.7 million, or $43.69 per share. As of December 31, 2013, we did not recognize any compensation expense, as we concluded that it is not probable that the performance conditions will be achieved. | ||||||||||||||||||||||
We will reassess the probability of vesting at each reporting period and adjust our compensation cost based on the probability assessment. | ||||||||||||||||||||||
Restricted Stock Outside of the Plans | ||||||||||||||||||||||
In July and August 2011, we issued and sold an aggregate of 1,220,498 shares of restricted common stock to a then new key executive for an aggregate amount equal to approximately $696,000. The shares had a purchase price per share equal to $0.57, and vest over four years, with 25% of the shares vesting on the first anniversary of the applicable vesting commencement date and 1/48 of the shares vesting monthly thereafter, subject to the employee’s continued service relationship with the Company on each applicable vesting date. The shares are subject to the terms and conditions of our 2008 Plan (even though the shares were issued outside of the shares reserved for issuance under the 2008 Plan) and the applicable stock purchase agreement. As of December 31, 2013 and 2012, 457,687 and 762,812 shares were subject to a repurchase right held by us at the original issuance price. As such, $260,000 and $435,000 were recorded in proceeds from early exercises of stock awards on the consolidated balance sheets as of December 31, 2013 and 2012, respectively. | ||||||||||||||||||||||
In December 2012, we issued 351,953 shares of restricted common stock at $5.44 per share to certain employees which vest upon achievement of certain performance conditions as well as maximum two-year service with us from the acquisition date. As of December 31, 2013, 175,977 shares are subject to forfeiture. | ||||||||||||||||||||||
In September 2013, we issued 222,500 shares of restricted common stock at $16.00 per share to certain employees of which 50,000 shares are considered as purchase consideration, and the rest vest upon achievement of certain performance as well as maximum two-year and one month service with us from the acquisition date. As of December 31, 2013, 98,326 shares are subject to forfeiture. | ||||||||||||||||||||||
In connection with our acquisition of Mandiant in December 2013, we issued to former holders of Mandiant restricted stock an aggregate of 797,698 shares of our restricted stock at a value of $43.69 per share. The restricted stock awards continue to have the same terms and conditions as set forth in the original restricted stock award agreements, and will vest over the weighted-average remaining vesting period of approximately two years. As of December 31, 2013, 797,698 shares were subject to forfeiture. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Taxes | ' | |||||||||||
Income Taxes | ||||||||||||
Loss before provision for income taxes consisted of the following (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | (94,455 | ) | $ | (37,316 | ) | $ | (16,744 | ) | |||
Foreign | (85,477 | ) | 595 | 33 | ||||||||
Total | $ | (179,932 | ) | $ | (36,721 | ) | $ | (16,711 | ) | |||
The provision for (benefit from) income taxes consisted of the following (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal: | ||||||||||||
Current | $ | — | $ | (1,181 | ) | $ | — | |||||
Deferred | (56,212 | ) | — | — | ||||||||
State: | ||||||||||||
Current | 86 | (62 | ) | 12 | ||||||||
Deferred | (4,564 | ) | — | — | ||||||||
Foreign: | ||||||||||||
Current | 1,478 | 278 | 59 | |||||||||
Deferred | (85 | ) | — | — | ||||||||
Total | $ | (59,297 | ) | $ | (965 | ) | $ | 71 | ||||
Reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | ||||||
Effect of: | ||||||||||||
State taxes, net of federal tax benefit | 2.5 | 2.7 | 4.4 | |||||||||
Change in valuation allowance | 13.4 | (31.7 | ) | (39.5 | ) | |||||||
Research and development tax credit | 0.8 | 3 | 2.8 | |||||||||
Convertible preferred stock warrants | (1.3 | ) | (2.4 | ) | (1.7 | ) | ||||||
Stock-based compensation | 2.9 | (3.2 | ) | (0.8 | ) | |||||||
Foreign differential | (17.1 | ) | — | — | ||||||||
Other, net | (3.2 | ) | (0.8 | ) | (0.6 | ) | ||||||
Total | 33 | % | 2.6 | % | (0.4 | )% | ||||||
The components of the deferred tax assets and liabilities are as follows (in thousands): | ||||||||||||
As of December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 46,903 | $ | 30,926 | ||||||||
Accruals and reserves | 6,471 | 2,682 | ||||||||||
Stock-based compensation | 17,555 | — | ||||||||||
Fixed assets | 752 | — | ||||||||||
Deferred revenue | 10,546 | 4,358 | ||||||||||
Research and development credits | 6,541 | 3,340 | ||||||||||
Other deferred tax assets | 156 | 13 | ||||||||||
Gross deferred tax assets | 88,924 | 41,319 | ||||||||||
Valuation allowance | (4,186 | ) | (39,630 | ) | ||||||||
Total deferred tax assets | 84,738 | 1,689 | ||||||||||
Acquisition related intangibles | (114,187 | ) | (1,275 | ) | ||||||||
Fixed Assets | — | (21 | ) | |||||||||
Other deferred tax liabilities | (1,114 | ) | (393 | ) | ||||||||
Deferred tax liabilities | (115,301 | ) | (1,689 | ) | ||||||||
Total | $ | (30,563 | ) | $ | — | |||||||
A valuation allowance is provided when it is more likely than not that the deferred tax asset will not be realized. As a result of our acquisitions in 2013, we released a portion of our existing valuation allowance as the deferred tax liabilities from the acquisitions will provide a source of income for us to realize a portion of our deferred tax assets, therefore, a valuation allowance is no longer needed on those deferred tax assets. The valuation allowance decreased by approximately $35.4 million during 2013. | ||||||||||||
As of December 31, 2013, we had federal and state net operating loss carry forwards of approximately $127.7 million and $136.7 million, respectively, available to reduce future taxable income, if any. If not utilized, the federal net operating loss carry forwards will expire from the years ending December 31, 2024 through 2033 while state net operating loss carry forwards will expire from the years ending December 31, 2014 through 2033. | ||||||||||||
We also have federal and state research and development tax credit carry forwards of approximately $4.2 million and $2.9 million, respectively. If not utilized, the federal credit carry forwards will expire in various amounts from the years ended December 31, 2025 through 2033. The state credit will carry forward indefinitely. | ||||||||||||
Utilization of the net operating loss carryforwards and credits may be subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. | ||||||||||||
As a result of certain realization requirements of ASC 718, the table of deferred tax assets shown above does not include certain deferred tax assets as of December 31, 2013 that arose directly from tax deductions related to equity compensation greater than compensation recognized for financial reporting. Equity will be increased by $3.5 million if and when such deferred tax assets are ultimately realized. The Company uses ASC 740 ordering when determining when excess tax benefits have been realized. | ||||||||||||
As of December 31, 2013, we had $10.9 million of unrecognized tax benefits,of which $10.1 million would affect income tax expense if recognized, before consideration of our valuation allowance. As of December 31, 2013, our federal, state, and foreign returns for all years are still open to examination. We do not expect the unrecognized tax benefits to change significantly over the next 12 months. We recognize both interest and penalties associated with uncertain tax positions as a component of income tax expense. As of December 31, 2011, we have not accrued any penalties or made provisions for interest. As of December 31, 2012, we have accrued interest and penalties of $29,000. As of December 31, 2013, we have accrued interest and penalties of $71,000 and in total, recognized a liability for interest and penalties of $100,000. The ultimate amount and timing of any future cash settlements cannot be predicted with reasonable certainty. | ||||||||||||
A reconciliation of gross unrecognized tax benefit is as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Unrecognized tax benefits at the beginning of the period | $ | 1,172 | $ | 699 | $ | 501 | ||||||
Additions for tax positions related to the current year | 8,789 | 474 | 198 | |||||||||
Increases related to prior year tax positions | 947 | — | — | |||||||||
Decreases based on settlements with taxing authorities | (21 | ) | — | — | ||||||||
Lapse of statute of limitations | — | (1 | ) | — | ||||||||
Unrecognized tax benefits at the end of the period | $ | 10,887 | $ | 1,172 | $ | 699 | ||||||
As of December 31, 2013, we have not made any tax provision for U.S. federal and state income taxes on approximately $3.6 million of undistributed earnings in foreign subsidiaries, which we expect to reinvest outside of the U.S. indefinitely. If we were to repatriate these earnings to the U.S., we would be subject to U.S. income taxes and subject to an adjustment for foreign tax credits and foreign withholding taxes. Determination of the amount of unrecognized deferred tax liability is not practicable. | ||||||||||||
The benefit for income taxes for the year ended December 31, 2013 reflects an effective tax rate of 33.0%. The benefit is primarily due to a reduction of the U.S. valuation allowance 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 tax expense. The benefit for income taxes for the year ended December 31, 2012 reflects an effective rate of 2.6%. The benefit is primarily due to a reduction of the U.S. valuation allowance 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 tax expense. The provision for income taxes for the year ended December 31, 2011 differed from the U.S. federal statutory rate primarily as the result of the valuation allowances on U.S. deferred tax assets and state minimum taxes. |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Net Loss per Share | ' | ||||||||||||
Net Loss per Share | |||||||||||||
Basic 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 potential dilutive common shares, including common stock issuable upon exercise of stock options, and unvested restricted common stock and stock units. As we had net losses for the years ended December 31, 2013, 2012 and 2011, 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): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Numerator: | |||||||||||||
Net loss | $ | (120,635 | ) | $ | (35,756 | ) | $ | (16,782 | ) | ||||
Denominator: | |||||||||||||
Weighted average number of shares outstanding—basic and diluted | 45,271 | 10,917 | 8,447 | ||||||||||
Net loss per share—basic and diluted | $ | (2.66 | ) | $ | (3.28 | ) | $ | (1.99 | ) | ||||
The following outstanding options, unvested shares and units, ESPP shares, warrants, and convertible preferred stock 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 antidilutive (in thousands): | |||||||||||||
As of December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Options to purchase common stock | 27,422 | 17,336 | 14,711 | ||||||||||
Unvested early exercised common shares | 4,877 | 7,832 | 2,556 | ||||||||||
Unvested restricted stock awards and units | 3,602 | — | — | ||||||||||
Convertible preferred stock | — | 73,747 | 69,473 | ||||||||||
Warrants to purchase convertible preferred stock | — | 616 | 616 | ||||||||||
Warrants to purchase common stock | 312 | — | — | ||||||||||
ESPP shares | 249 | — | — | ||||||||||
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Employee Benefit Plan | ' |
Employee Benefit 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. We are responsible for administrative costs of the 401(k) Plan and have made no contributions to the 401(k) Plan since inception. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions | |
Employee Notes Receivable | |
Our former Chief Executive Officer and now Chief Technology Officer and Chief Strategy Officer and the current Chief Executive Officer have exercised stock options early in exchange for full-recourse promissory notes bearing annual interest of 1.07% to 2.72% payable to us. These notes were secured by the underlying shares purchased and such unvested shares can be repurchased by us upon employee termination at the original issuance price. The promissory notes and accrued interest become due and payable in full beginning January 29, 2015 and ending June 18, 2017, but may become due earlier if we become subject to the requirements of Section 13 of the Securities Exchange Act of 1934, have a change in control or the Chief Executive Officer terminates services. | |
Employee notes receivable as of December 31, 2012 was $7.3 million, all of which was repaid in March and April 2013. | |
In March 2013, the Company's Chief Technology Officer repaid in full his outstanding promissory notes with us in the aggregate amount of $3.7 million, which covered all outstanding principal and accrued interest. Approximately $1.9 million is recorded as an early exercise liability, as such shares can be repurchased by us upon employee termination at the original issuance price. | |
In April 2013, our Chief Executive Officer repaid in full his outstanding promissory note with us in the amount of $3.6 million, which covered all outstanding principal and accrued interest. | |
Investor Customers | |
As of December 31, 2012, we had two customers that were also investors, owning 532,064 and 1,938,027 shares of Series C, D, E and F convertible preferred stock. As of December 31, 2013, the same two investor customers owned 556,727 and 2,415,256 shares of our common stock at December 31, 2013. Sales to these two customers accounted for $269,000, $437,000 and $370,000 of revenue during the years ended December 31, 2013, 2012 and 2011, respectively. | |
We have not reduced revenue related to the issuance of convertible preferred stock to related parties as we believe the issuance of the convertible preferred stock does not constitute a sales incentive. The price paid for the convertible preferred stock was representative of fair value, as evidenced by the simultaneous purchase of convertible preferred stock by other, unrelated investors. | |
Acquisition of Mandiant | |
Our Chief Executive Officer (“CEO”) and Chairman of our board of directors, served as the Chairman of the board of directors of Mandiant from April 2011 to October 2013, and served as an advisor to Mandiant from October 2013 until the closing of the merger in December 2013. In addition, as of immediately prior to the completion of the merger, the CEO held 740,166 shares of Mandiant common stock, of which 328,960 shares were unvested shares subject to forfeiture in the event of his termination as a service provider to Mandiant. Pursuant to the terms of the equity agreements governing the CEO’s shares of Mandiant common stock, all of the CEO’s unvested Mandiant shares immediately vested in connection with the merger. Upon the closing of the merger, after giving effect to the vesting acceleration described in the preceding sentence, the CEO received aggregate merger consideration of approximately $28.6 million, consisting of approximately $3.9 million in cash and 601,439 shares of our common stock, of which 87,335 shares were deposited into a third-party escrow account as partial security for the indemnity obligations of Mandiant and its former stockholders. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Segment Information | ' | ||||||||||||
Segment Information | |||||||||||||
We conduct business globally and are primarily managed on a geographic theater basis. 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. We have one business activity, and 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): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Revenue: | |||||||||||||
United States | $ | 116,730 | $ | 66,556 | $ | 30,050 | |||||||
EMEA | 22,845 | 6,628 | 1,129 | ||||||||||
APAC | 16,004 | 6,488 | 1,142 | ||||||||||
Other | 5,973 | 3,644 | 1,337 | ||||||||||
Total revenue | $ | 161,552 | $ | 83,316 | $ | 33,658 | |||||||
Substantially all of our assets were attributable to operations in the United States as of December 31, 2013, 2012 and 2011. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Event | |
In January 2014 the Company's Board of Directors approved the filing of a follow-on offering for the sale of up to 16,100,000 shares of common stock to the public including up to 2,100,000 additional shares the underwriters have the option to purchase to cover over-allotments. |
Description_of_Business_and_Su1
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||
Basis of Presentation and Consolidation | ' | ||
Basis of Presentation and Consolidation | |||
The consolidated financial statements include the accounts of FireEye, Inc. and its wholly owned subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. | |||
Use of Estimates | ' | ||
Use of Estimates | |||
The preparation of consolidated financial statements in conformity 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 consolidated 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 common and preferred stock, stock options and preferred stock warrant liability, 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. | |||
Concentrations | ' | ||
Concentrations | |||
Financial instruments that subject us to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. We maintain a substantial portion of our cash and cash equivalents in money market funds invested in U.S. Treasury related obligations. Management believes that the financial institutions that hold our investments are financially sound and, accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. | |||
Our accounts receivables are primarily derived from our customers representing various geographical locations. We perform ongoing credit evaluations of our customers and generally do not require collateral on accounts receivable. We maintain an allowance for doubtful accounts for estimated potential credit losses. | |||
Foreign Currency Translation and Transactions | ' | ||
Foreign Currency Translation and Transactions | |||
The functional currency of our foreign subsidiaries is the U.S. dollar. We translate all monetary assets and liabilities denominated in foreign currencies into U.S. dollars using the exchange rates in effect at the balance sheet dates and other assets and liabilities using historical exchange rates. | |||
Foreign currency denominated revenue and expenses have been re-measured using the average exchange rates in effect during each period. | |||
Cash and Cash Equivalents | ' | ||
Cash and Cash Equivalents | |||
We consider all highly liquid investments held at financial institutions, such as money market funds with original maturities of three months or less at date of purchase, to be cash equivalents. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, due to their short-term nature. The carrying amount of our preferred stock warrant liability represents their fair value and the long term debt is stated at the carrying value as the stated interest rate approximates the market rate currently available to us. | |||
Accounts Receivable | ' | ||
Accounts Receivable | |||
Trade accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on our assessment of the collectability of accounts. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice, each partner’s expected ability to pay, and the collection history with each partner, when applicable, to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. | |||
Inventories | ' | ||
Inventories | |||
Inventories are stated at lower of cost or market. Provisions have been made to reduce all slow-moving, obsolete or unusable inventories to their net realizable values. We purchase completed units from contract manufacturers. Accordingly, substantially all inventories are finished goods with an immaterial balance of replacement parts. | |||
Deferred Costs of Revenue | ' | ||
Deferred Costs of Revenue | |||
Deferred cost of revenue consists of direct and incremental costs related to product revenue deferred in accordance with the Company’s revenue recognition policy. Deferred cost of revenue that will be realized within the succeeding 12 month period is classified as current and the remaining is classified as non-current. | |||
Property and Equipment | ' | ||
Property and Equipment | |||
Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally two to five years. | |||
The estimated useful lives of property and equipment are described below: | |||
Property and Equipment | Useful Life | ||
Computer equipment and software | 2 to 5 years | ||
Leasehold improvements | Shorter of estimated useful life or remaining lease term | ||
Furniture and fixtures | 5 years | ||
Machinery and equipment | 2 to 5 years | ||
Demonstration Units | ' | ||
Demonstration Units | |||
Product demonstration units are included in prepaid and other current assets on the consolidated balance sheets. Demonstration units are recorded at cost and are amortized over the estimated useful life from the date of transfer from inventory, generally 12 months. We generally do not resell units that have been used for demonstration purposes. | |||
Impairment of Long-Lived Assets | ' | ||
Impairment of Long-Lived Assets | |||
We evaluate events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of an asset, we record an impairment charge for the amount by which the carrying amount of the assets exceeds the fair value of the asset. | |||
Acquisitions | ' | ||
Acquisitions | |||
We have accounted for all of our acquisitions using the purchase method as required under the provisions of FASB ASC 805, Business Combinations, or ASC 805. The total purchase price is allocated to the assets acquired and liabilities assumed based on fair values at the date of acquisition. | |||
Goodwill | ' | ||
Goodwill | |||
Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible assets acquired. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as one reporting unit and has selected December 1 as the date to perform its annual impairment test. In the valuation of its goodwill, the Company must make assumptions regarding estimated future cash flows to be derived from the Company. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss would be calculated by comparing the implied fair value of the Company to its net book value. In calculating the implied fair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the Company over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. | |||
Warranties | ' | ||
Warranties | |||
We generally provide a one-year warranty on hardware. We do not accrue for potential warranty claims as a component of cost of product revenue as all product warranty claims are satisfied under our support and maintenance contracts. | |||
Deferred Revenue | ' | ||
Deferred Revenue | |||
Deferred revenue consists of amounts that have been invoiced but that have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12 month period is recorded as current, and the remaining deferred revenue is recorded as non-current. | |||
Contract Manufacturer Liabilities | ' | ||
Contract Manufacturer Liabilities | |||
We outsource most of our manufacturing, repair, and supply chain management operations to our independent contract manufacturers and payments to such manufacturers are a significant portion of our product cost of revenue. Although we could be contractually obligated to purchase manufactured products, we generally do not own the manufactured products. Product title transfers from our independent contract manufacturers to us and to our partners upon shipment. Our independent contract manufacturers assemble our products using design specifications, quality assurance programs, and standards that we establish, and they procure components and assemble our products based on our demand forecasts. These forecasts represent our estimates of future demand for our products based upon historical trends and analysis from our sales and product management functions as adjusted for overall market conditions. If the actual component usage and product demand are significantly lower than forecast, we may accrue for costs for contractual manufacturing commitments in excess of our forecasted demand, including costs for excess components or for carrying costs incurred by our contract manufacturers. | |||
Preferred Stock Warrant Liability | ' | ||
Preferred Stock Warrant Liability | |||
The preferred stock warrant liability is measured and recognized in the financial statements at its fair value because the warrants contain anti-dilution provisions which require us to lower the exercise price of the warrants upon any future down-round financing. The fair value of the warrants is estimated using the Monte Carlo model at each reporting date. The change in fair value of the warrants is recognized in the consolidated statements of operations as other expense. We adjusted the liability quarterly for changes in fair value using a Monte Carlo model until the completion of the IPO in September 2013. Upon conversion of the underlying preferred stock to common stock, the related warrant liability was remeasured to fair value and the remaining liability was reclassified to additional paid-in capital. | |||
Revenue Recognition | ' | ||
Revenue Recognition | |||
We generate revenue from the sales of products, subscriptions, support and maintenance, and other services primarily through our indirect relationships with our partners as well as end customers through our direct sales force. Our products include operating system software that is integrated into the appliance hardware and is deemed essential to its functionality. As a result, we account for revenue in accordance with Accounting Standards Codification 605, Revenue Recognition, and all related interpretations, as all our security appliance deliverables include proprietary operating system software, which together deliver the essential functionality of our products. | |||
Revenue is recognized when all of the following criteria are met: | |||
• | Persuasive Evidence of an Arrangement Exists. We rely upon non-cancelable sales agreements and purchase orders to determine the existence of an arrangement. | ||
• | Delivery has Occurred. We use shipping documents or transmissions of service contract registration codes to verify delivery. | ||
• | The Fee is Fixed or Determinable. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction. | ||
• | Collectability is Reasonably Assured. We assess collectability based on credit analysis and payment history. | ||
Our products include three principal security product families that address critical vectors of attack, including Web, email and file shares. Our Web Threat Prevention, File Threat Prevention, Forensic Analysis System and Central Management System appliance and subscription services qualify as separate units of accounting. Therefore, Web Threat Prevention, File Threat Prevention, Forensic Analysis System and Central Management System appliance product revenue is recognized at the time of shipment. However, our Email Threat Prevention cannot function without the use of our subscription services. As such, our Email Threat Prevention products and related services do not have stand-alone value and do not qualify as separate units of accounting. Therefore, Email Threat Prevention product revenue is recognized ratably over the longer of the contractual term of the subscription services or the estimated period the customer is expected to benefit from the product, provided that all other revenue recognition criteria have been met. Because we have only been selling our Email Threat Prevention since April 2011, we have a limited history with respect to subscription renewals for such product. As a result, revenue from all Email Threat Prevention products sold by us through December 31, 2013 has been recognized ratably over the contractual term of the subscription services. | |||
At the time of shipment, product revenue meets the criteria for fixed or determinable fees. In addition, payment from our partners is not contingent on the partners' collection from their end-customers. Our partners do not stock products and do not have any stock rotation rights. We recognize subscription and support and maintenance service revenue ratably over the contractual service period, which is typically one or three years. Other services revenue is recognized as the services are rendered and has not been significant to date. | |||
Most of our arrangements, other than renewals of subscriptions and support and maintenance services, are multiple-element arrangements with a combination of product, subscriptions, support and maintenance, and other services. For multiple-element arrangements, we allocate revenue to each unit of accounting based on an estimated selling price at the arrangement inception. The estimated selling price for each element is based upon the following hierarchy: vendor-specific objective evidence (“VSOE”) of selling price, if available, third-party evidence (“TPE”) of selling price, if VSOE of selling price is not available, or best estimate of selling price (“BESP”), if neither VSOE of selling price nor TPE of selling price are available. The total arrangement consideration is allocated to each separate unit of accounting using the relative estimated selling prices of each unit based on the aforementioned selling price hierarchy. We limit the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services or meeting of any specified performance conditions. | |||
To determine the estimated selling price in multiple-element arrangements, we seek to establish VSOE of selling price using the prices charged for a deliverable when sold separately and, for subscriptions and support and maintenance, based on the renewal rates and discounts offered to partners. If VSOE of selling price cannot be established for a deliverable, we seek to establish TPE of selling price by evaluating similar and interchangeable competitor products or services in standalone arrangements with similarly situated partners. However, as our products contain a significant element of proprietary technology and offer substantially different features and functionality from our competitors, we are unable to obtain comparable pricing of our competitors’ products with similar functionality on a standalone basis. Therefore, we have not been able to obtain reliable evidence of TPE of selling price. If neither VSOE nor TPE of selling price can be established for a deliverable, we establish BESP primarily based on historical transaction pricing. Historical transactions are segregated based on our pricing model and our go-to-market strategy, which include factors such as type of sales channel (reseller, distributor, or end-customer), the geographies in which our products and services were sold (domestic or international), offering type (products, subscriptions or services), and whether or not the opportunity was identified by our sales force or by our partners. In analyzing historical transaction pricing, we evaluate whether a majority of the prices charged for a product, as represented by a percentage of list price, fall within a reasonable range. To further support the best estimate of selling price as determined by the historical transaction pricing or when such information is unavailable, such as when there are limited sales of a new product, we consider the same factors we have established through our pricing model and go-to-market strategy. The determination of BESP is made through consultation with and approval by our management. We have established the estimated selling price of all of our deliverables using BESP. | |||
Shipping charges billed to partners are included in revenue and related costs are included in cost of revenue. Sales commissions and other incremental costs to acquire contracts are also expensed as incurred and are recorded in sales and marketing expense. After receipt of a partner order, any amounts billed in excess of revenue recognized are recorded as deferred revenue. | |||
Advertising Costs | ' | ||
Advertising Costs | |||
Advertising costs, which are expensed and included in sales and marketing expense when incurred, were $766,000, $1.1 million, $171,000 during the years ended December 31, 2013, 2012 and 2011, respectively. | |||
Software Development Costs | ' | ||
Software Development Costs | |||
The costs to develop software have not been capitalized as we believe our current software development process is essentially completed concurrent with the establishment of technological feasibility. As such, all software development costs are expensed as incurred and included in research and development expense on the consolidated statements of operations. | |||
Stock-Based Compensation | ' | ||
Stock-Based Compensation | |||
Compensation expense related to stock-based transactions, including employee and non-employee director awards and our 2013 Employee Stock Purchase Plan (the "ESPP"), is measured and recognized in the financial statements based on fair value. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model and a single option award approach. This model requires that at the date of grant we determine the fair value of the underlying common stock, the expected term of the award, the expected volatility of the price of our common stock, risk-free interest rates, and expected dividend yield of our common stock. The stock-based compensation expense, net of forfeitures, is recognized using a straight-line basis over the requisite service periods of the awards, which is generally four years. We estimate a forfeiture rate to calculate the stock-based compensation for our awards. Our forfeiture rate is based on an analysis of our actual historical forfeitures. | |||
We account for stock options issued to nonemployees based on the fair value of the awards determined using the Black-Scholes option-pricing model. The fair value of stock options granted to nonemployees is remeasured as the stock options vest, and the resulting change in value, if any, is recognized in the statement of operations during the period the related services are rendered. | |||
Income Taxes | ' | ||
Income Taxes | |||
We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses and research and development credit carryforwards. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. | |||
We apply the authoritative accounting guidance prescribing a threshold and measurement attribute for the financial recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax liability as the largest amount that is more likely than not to be realized upon ultimate settlement. We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying Consolidated Statements of Operations. Accrued interest and penalties are included within other long-term liabilities in the Consolidated Balance Sheets. | |||
Net Loss Per Share Attributable to Common Stockholders | ' | ||
Net Loss Per Share Attributable to Common Stockholders | |||
We calculate our basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. Under the two-class method, in periods when the Company has net income, net income attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income less current period convertible preferred stock non-cumulative dividends, between common stock and the convertible preferred stock. In computing diluted net income attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock and convertible preferred stock warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. | |||
Recent Accounting Pronouncements | ' | ||
Recent Accounting Pronouncements | |||
In February 2013, the FASB issued guidance which addresses the presentation of amounts reclassified from accumulated other comprehensive income. This guidance does not change current financial reporting requirements, instead an entity is required to cross-reference to other required disclosures that provide additional detail about amounts reclassified out of accumulated other comprehensive income. In addition, the guidance requires an entity to present significant amounts reclassified out of accumulated other comprehensive income by line item of net income if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. Adoption of this standard is required for periods beginning after December 15, 2012 for public companies. This new guidance impacts how the Company reports comprehensive income and has had no effect on the Company’s results of operations, financial position or liquidity for the year ended December 31, 2013. |
Description_of_Business_and_Su2
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||
Schedules of Concentration of Risk | ' | ||||||||
Summarized below are individual customers whose revenue or account receivable balances were 10% or higher than the respective total consolidated amounts: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Percentage of Revenue: | |||||||||
Accuvant | 11% | 10% | 12% | ||||||
Carahsoft Technology Corporation | 11% | * | * | ||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Percentage of Accounts Receivable: | |||||||||
Accuvant | 12% | 14% | |||||||
Scalar Decisions | * | 10% | |||||||
* Less than 10% | |||||||||
Schedule of Property and Equipment Estimated Useful Lives | ' | ||||||||
The estimated useful lives of property and equipment are described below: | |||||||||
Property and Equipment | Useful Life | ||||||||
Computer equipment and software | 2 to 5 years | ||||||||
Leasehold improvements | Shorter of estimated useful life or remaining lease term | ||||||||
Furniture and fixtures | 5 years | ||||||||
Machinery and equipment | 2 to 5 years | ||||||||
Property and equipment, net consisted of the following (in thousands): | |||||||||
As of December 31, | As of December 31, | ||||||||
2013 | 2012 | ||||||||
Computer equipment and software | $ | 57,403 | $ | 12,115 | |||||
Leasehold improvements | 15,660 | 2,668 | |||||||
Furniture and fixtures | 6,035 | 1,822 | |||||||
Machinery and equipment | 756 | 19 | |||||||
Total property and equipment | 79,854 | 16,624 | |||||||
Less: accumulated depreciation and amortization | (15,089 | ) | (3,088 | ) | |||||
Total property and equipment, net | $ | 64,765 | $ | 13,536 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value of Assets and Liabilities | ' | ||||||||||||||||
The following table presents the fair value of our financial assets and liabilities using the above input categories (in thousands): | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
Money market funds | $ | 132,518 | $ | — | $ | — | $ | 132,518 | |||||||||
Total assets measured at fair value | $ | 132,518 | $ | — | $ | — | $ | 132,518 | |||||||||
As of December 31, 2012 | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
Money market funds | $ | 5,893 | $ | — | $ | — | $ | 5,893 | |||||||||
Preferred stock warrant liability | — | — | 3,529 | 3,529 | |||||||||||||
Total assets and liabilities measured at fair value | $ | 5,893 | $ | — | $ | 3,529 | $ | 9,422 | |||||||||
Reconciliation of Fair Value Liabilities Unobservable Inputs | ' | ||||||||||||||||
The following table sets forth a summary of the changes in the fair value of our Level 3 financial instruments as follows | |||||||||||||||||
(in thousands): | |||||||||||||||||
Preferred Stock | |||||||||||||||||
Warrant | |||||||||||||||||
Liability | |||||||||||||||||
Balance as of December 31, 2011 | $ | 994 | |||||||||||||||
Change in fair value of preferred stock warrant liability | 2,535 | ||||||||||||||||
Balance as of December 31, 2012 | 3,529 | ||||||||||||||||
Change in fair value of preferred stock warrant liability | 6,538 | ||||||||||||||||
Reclassification of preferred stock warrants to common stock warrants upon IPO | (10,067 | ) | |||||||||||||||
Balance as of December 31, 2013 | $ | — | |||||||||||||||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
The estimated useful lives of property and equipment are described below: | |||||||||
Property and Equipment | Useful Life | ||||||||
Computer equipment and software | 2 to 5 years | ||||||||
Leasehold improvements | Shorter of estimated useful life or remaining lease term | ||||||||
Furniture and fixtures | 5 years | ||||||||
Machinery and equipment | 2 to 5 years | ||||||||
Property and equipment, net consisted of the following (in thousands): | |||||||||
As of December 31, | As of December 31, | ||||||||
2013 | 2012 | ||||||||
Computer equipment and software | $ | 57,403 | $ | 12,115 | |||||
Leasehold improvements | 15,660 | 2,668 | |||||||
Furniture and fixtures | 6,035 | 1,822 | |||||||
Machinery and equipment | 756 | 19 | |||||||
Total property and equipment | 79,854 | 16,624 | |||||||
Less: accumulated depreciation and amortization | (15,089 | ) | (3,088 | ) | |||||
Total property and equipment, net | $ | 64,765 | $ | 13,536 | |||||
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Business Acquisition [Line Items] | ' | ||||||||
Schedule of Goodwill | ' | ||||||||
The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as following (in thousands): | |||||||||
Goodwill | |||||||||
Balance as of December 31, 2011 | $ | — | |||||||
Goodwill acquired | 1,274 | ||||||||
Balance as of December 31, 2012 | 1,274 | ||||||||
Goodwill acquired | 705,053 | ||||||||
Balance as of December 31, 2013 | $ | 706,327 | |||||||
Schedule of Goodwill and Intangible Assets | ' | ||||||||
Intangible assets consist of the following (in thousands): | |||||||||
As of December 31, | As of December 31, | ||||||||
2013 | 2012 | ||||||||
Developed technology | $ | 60,093 | $ | 4,194 | |||||
In-process research and development | 1,400 | — | |||||||
Content | 128,500 | — | |||||||
Customer relationships | 67,900 | — | |||||||
Contract backlog | 12,600 | — | |||||||
Trade names | 12,400 | — | |||||||
Less: accumulated amortization | (1,516 | ) | — | ||||||
Net acquired intangible assets | $ | 281,377 | $ | 4,194 | |||||
Schedule of Expected Future Amortization Expense | ' | ||||||||
The expected annual amortization expense of intangible assets as of December 31, 2013 is presented below (in thousands): | |||||||||
Years Ending December 31, | Intangible Assets | ||||||||
2014 | $ | 42,855 | |||||||
2015 | 42,056 | ||||||||
2016 | 41,444 | ||||||||
2017 | 35,891 | ||||||||
2018 | 24,950 | ||||||||
2019 and thereafter | 92,781 | ||||||||
Total intangible assets subject to amortization | $ | 279,977 | |||||||
Total intangible assets with indefinite lives | $ | 1,400 | |||||||
Total | $ | 281,377 | |||||||
Mandiant, Inc. [Member] | ' | ||||||||
Business Acquisition [Line Items] | ' | ||||||||
Schedule of Purchase Consideration | ' | ||||||||
The total preliminary estimated purchase consideration is as follows (in thousands): | |||||||||
Amount | |||||||||
Cash | $ | 106,538 | |||||||
Fair value of common stock | 704,414 | ||||||||
Estimated fair value of equity awards assumed | 86,703 | ||||||||
Total preliminary estimated purchase consideration | $ | 897,655 | |||||||
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | ' | ||||||||
Total allocation of the estimated purchase consideration is as follows (in thousands): | |||||||||
Amount | |||||||||
Net tangible assets | $ | 9,629 | |||||||
Intangible assets | 275,500 | ||||||||
Deferred tax liability | (90,105 | ) | |||||||
Goodwill | 702,631 | ||||||||
Total preliminary purchase price allocation | $ | 897,655 | |||||||
Schedule of Intangible Assets Acquired | ' | ||||||||
The preliminary 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 | 6-Apr | $ | 54,600 | ||||||
In-process research and development | N/A | 1,400 | |||||||
Content | 10 | 128,500 | |||||||
Customer relationships | 8 | 66,000 | |||||||
Contract backlog | 3-Jan | 12,600 | |||||||
Trade names | 4 | 12,400 | |||||||
Total | $ | 275,500 | |||||||
Schedule of Pro Forma Information | ' | ||||||||
Supplemental information on an unaudited pro forma basis, as if the Mandiant acquisition had been consummated on January 1, 2012, is presented as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Pro forma revenue | 266,458 | 157,555 | |||||||
Pro forma loss from operations | (296,476 | ) | (130,885 | ) | |||||
Pro forma net loss | (223,740 | ) | (77,935 | ) | |||||
Secure DNA [Member] | ' | ||||||||
Business Acquisition [Line Items] | ' | ||||||||
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | ' | ||||||||
The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed at the acquisition date for the Secure DNA acquisition (in thousands): | |||||||||
Amount | |||||||||
Developed technology | $ | 1,300 | |||||||
Customer relationships | 1,900 | ||||||||
Deferred tax liabilities | (1,290 | ) | |||||||
Net assets acquired | 665 | ||||||||
Goodwill | 2,302 | ||||||||
Fair value of total consideration transferred | $ | 4,877 | |||||||
Ensighta Security, Inc. [Member] | ' | ||||||||
Business Acquisition [Line Items] | ' | ||||||||
Schedule of Purchase Consideration | ' | ||||||||
The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed at the acquisition date for the Ensighta acquisition (in thousands): | |||||||||
Amount | |||||||||
Developed technology | 3,378 | ||||||||
Deferred tax liabilities | (1,274 | ) | |||||||
Net assets acquired | (190 | ) | |||||||
Goodwill | 1,274 | ||||||||
Fair value of total consideration transferred | $ | 3,188 | |||||||
Deferred_Revenue_Tables
Deferred Revenue (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Revenue Recognition [Abstract] | ' | ||||||||
Schedule of Deferred Revenue | ' | ||||||||
Deferred revenue consists of the following (in thousands): | |||||||||
As of December 31, 2013 | As of December 31, 2012 | ||||||||
Product, current | $ | 13,823 | $ | 6,570 | |||||
Subscription and services, current | 96,712 | 37,180 | |||||||
Total deferred revenue, current | 110,535 | 43,750 | |||||||
Product, non-current | 6,711 | 3,888 | |||||||
Subscription and services, non-current | 70,268 | 28,768 | |||||||
Total deferred revenue, non-current | 76,979 | 32,656 | |||||||
Total deferred revenue | $ | 187,514 | $ | 76,406 | |||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Revolving Line of Credit Borrowings | ' | ||||||||
under the revolving line of credit consist of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Second Loan Agreement—revolving line of credit | $ | — | $ | 10,000 | |||||
Schedule of Outstanding Borrowings | ' | ||||||||
Outstanding borrowings under our debt agreements consist of the following (in thousands): | |||||||||
31-Dec-12 | |||||||||
Second Loan Agreement—equipment facility | $ | 132 | |||||||
Second Loan Agreement—growth capital facility | 1,832 | ||||||||
Second Loan Agreement—term loan | 183 | ||||||||
2,147 | |||||||||
Less current portion | (1,231 | ) | |||||||
Total | $ | 916 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | ||||
The aggregate future non-cancelable minimum rental payments on our operating leases, as of December 31, 2013, are as follows (in thousands): | |||||
Years Ending December 31, | Amount | ||||
2014 | $ | 8,283 | |||
2015 | 8,201 | ||||
2016 | 6,009 | ||||
2017 | 5,175 | ||||
2018 | 3,009 | ||||
2019 and thereafter | 9,759 | ||||
Total | $ | 40,436 | |||
Convertible_Preferred_Stock_Wa1
Convertible Preferred Stock Warrants (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||||||||
Schedule of Convertible Preferred Stock Warrants Outstanding | ' | ||||||||||||||
As of December 31, 2012, all of the convertible preferred stock warrants remained outstanding as follows (in thousands, except share and per share amounts): | |||||||||||||||
Class of Shares | Issuance Date(s) | Expiration Date(s) | No. of | Exercise | As of December 31, | ||||||||||
Shares | Price per | ||||||||||||||
Share | 2012 | ||||||||||||||
Series A-2 | 2005 and 2006 | 2015 and 2016 | 245,899 | $ | 0.61 | $ | 1,632 | ||||||||
Series B | 2006 through 2008 | 2016 through 2018 | 118,942 | $ | 1.32 | 925 | |||||||||
Series D | June 2010 | June 2020 | 100,000 | $ | 0.39 | 634 | |||||||||
Series E | Aug-11 | Aug-21 | 60,661 | $ | 1.36 | 338 | |||||||||
Total | $ | 3,529 | |||||||||||||
Schedule of Assumptions Used to Determine Fair Value of Convertible Preferred Stock Warrants | ' | ||||||||||||||
The value of the underlying warrants were determined using the following assumptions as of December 31, 2012: | |||||||||||||||
As of December 31, | |||||||||||||||
2012 | |||||||||||||||
Remaining contractual term (in years) | 2.6 – 8.7 | ||||||||||||||
Risk-free interest rate | 0.3% –1.5% | ||||||||||||||
Volatility | 55% – 64% | ||||||||||||||
Change of control probability | 25% – 50% | ||||||||||||||
Control premium | 40% | ||||||||||||||
IPO threshold (in billions) | $0.6 – $1.8 | ||||||||||||||
The above assumptions were determined as follows: | |||||||||||||||
Remaining contractual term—The remaining contractual term represents the time from the date of the valuation to the expiration of the warrant; | |||||||||||||||
Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury yield in effect as of December 31, 2012 for zero coupon U.S. Treasury notes with maturities approximately equal to the term of the warrant; | |||||||||||||||
Volatility—The volatility is derived from historical volatilities of several unrelated publicly listed peer companies over a period approximately equal to the term of the warrant because the Company has limited information on the volatility of the preferred stock since there is currently no trading history. When making the selections of industry peer companies to be used in the volatility calculation, the Company considered the size, operational and economic similarities to the Company’s principle business operations; | |||||||||||||||
Change of control probability—The change of control probability is the Board of Directors’ estimate of the probability that the Company will be involved in a change of control transaction; and | |||||||||||||||
Control premium—The control premium represents an additional amount above the value of an entity’s common stock that an investor would be willing to pay to obtain control over that entity. |
Convertible_Preferred_Stock_Ta
Convertible Preferred Stock (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Temporary Equity [Abstract] | ' | ||||||||
Schedule of Redeemable Convertible Preferred Stock Outstanding | ' | ||||||||
Immediately prior to the closing of the Company's IPO, all of the outstanding shares of convertible preferred stock automatically converted to 74,221,553 shares of common stock. As of December 31, 2012, we had the following convertible preferred stock outstanding, all of which was converted to common stock in connection with our IPO (in thousands): | |||||||||
31-Dec-12 | |||||||||
Shares | Shares | Liquidation | |||||||
Designated | Issued and | Preference | |||||||
Outstanding | |||||||||
Series A-1 | 1,000 | 1,000 | $ | 250 | |||||
Series A-2 | 10,410 | 10,164 | 6,200 | ||||||
Series B | 11,104 | 10,985 | 14,500 | ||||||
Series C | 7,049 | 7,049 | 14,604 | ||||||
Series D | 26,331 | 26,231 | 10,187 | ||||||
Series E | 4,632 | 4,412 | 6,000 | ||||||
Series F | 4,800 | 4,274 | 45,005 | ||||||
Total | 65,326 | 64,115 | $ | 96,746 | |||||
Common_Shares_Reserved_for_Iss1
Common Shares Reserved for Issuance (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Equity [Abstract] | ' | ||||||
Schedule of Stock by Class | ' | ||||||
As of December 31, 2013 and 2012, we had reserved shares of common stock for issuance as follows (in thousands): | |||||||
As of December 31, | As of December 31, | ||||||
2013 | 2012 | ||||||
Reserved under stock award plans | 40,226 | 21,443 | |||||
Conversion of preferred stock | — | 73,747 | |||||
Warrants to purchase convertible preferred stock | — | 616 | |||||
Warrants to purchase common stock | 312 | — | |||||
ESPP | 2,500 | — | |||||
Total | 43,038 | 95,806 | |||||
Equity_Award_Plans_Tables
Equity Award Plans (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||||
Schedule of Fair Value Assumptions Used for Stock Options | ' | |||||||||||||||||||||
The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine fair value of our stock options: | ||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||
Fair value of common stock | $6.05 - $42.37 | $1.65 - $5.44 | $0.57 - $1.65 | |||||||||||||||||||
Risk-free interest rate | 0.6% - 2.1% | 0.2% - 3.4% | 1.0% - 2.8% | |||||||||||||||||||
Expected term (in years) | 6-Apr | 1 - 6 | 5 - 7 | |||||||||||||||||||
Volatility | 46% - 54% | 49% - 53% | 51% - 52% | |||||||||||||||||||
Dividend yield | —% | —% | —% | |||||||||||||||||||
Schedule of Fair Value Assumptions Used for ESPP | ' | |||||||||||||||||||||
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: | ||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||
Fair value of common stock | $20.00 | NA | ||||||||||||||||||||
Risk-free interest rate | 0.10% | NA | ||||||||||||||||||||
Expected term (in years) | 0.7 - 1.2 | NA | ||||||||||||||||||||
Volatility | 42% - 45% | NA | ||||||||||||||||||||
Dividend yield | —% | NA | ||||||||||||||||||||
Schedule of Share-based Compensation Expense | ' | |||||||||||||||||||||
Total stock-based compensation expense related to stock options, restricted stock units and awards, and ESPP, is included in the consolidated statements of operations as follows (in thousands): | ||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||
Cost of product revenue | $ | 469 | $ | 115 | $ | 31 | ||||||||||||||||
Cost of subscription and services revenue | 2,341 | 55 | 8 | |||||||||||||||||||
Research and development | 6,958 | 1,465 | 148 | |||||||||||||||||||
Sales and marketing | 10,748 | 1,672 | 360 | |||||||||||||||||||
General and administrative | 8,342 | 3,536 | 168 | |||||||||||||||||||
Total | $ | 28,858 | $ | 6,843 | $ | 715 | ||||||||||||||||
Schedule of Activity For Options Outstanding | ' | |||||||||||||||||||||
A summary of the activity for our stock option changes and a summary of information related to options exercisable, vested, and expected to vest are presented below (in thousands, except per share and contractual life amounts and years): | ||||||||||||||||||||||
Options Outstanding | ||||||||||||||||||||||
Shares | Number of | Weighted- | Weighted- | Weighted- | Aggregate | |||||||||||||||||
Available for | Shares | Average | Average | Average | Intrinsic Value | |||||||||||||||||
Grant | Exercise Price | Grant Date Fair Value Per Share | Contractual | |||||||||||||||||||
Life (years) | ||||||||||||||||||||||
Balance— December 31, 2010 | 5,271 | 7,605 | $ | 0.07 | 8.7 | $ | 12 | |||||||||||||||
Additional shares authorized | 2,858 | |||||||||||||||||||||
Restricted stock awards and units granted | — | — | — | |||||||||||||||||||
Option granted | (8,089 | ) | 8,089 | $ | 0.72 | $ | 0.44 | |||||||||||||||
Options exercised | — | (816 | ) | $ | 0.22 | $ | 547 | |||||||||||||||
Options canceled | 167 | (167 | ) | $ | 0.37 | |||||||||||||||||
Balance— December 31, 2011 | 207 | 14,711 | $ | 0.42 | 8.6 | $ | 11,227 | |||||||||||||||
Additional shares authorized | 16,308 | |||||||||||||||||||||
Restricted stock awards and units granted | (2,335 | ) | ||||||||||||||||||||
Repurchases | 24 | |||||||||||||||||||||
Option granted | (11,341 | ) | 11,341 | 1.92 | $ | 1.35 | ||||||||||||||||
Options exercised | — | (7,472 | ) | 1.27 | $ | 6,682 | ||||||||||||||||
Options canceled | 1,244 | (1,244 | ) | 1.06 | ||||||||||||||||||
Balance— December 31, 2012 | 4,107 | 17,336 | 0.98 | 8.3 | $ | 77,250 | ||||||||||||||||
Additional shares authorized | 20,413 | |||||||||||||||||||||
Restricted stock awards and units granted | (1,949 | ) | ||||||||||||||||||||
Restricted stock awards and units forfeited | 173 | |||||||||||||||||||||
Option granted | (13,182 | ) | 13,182 | $ | 9.57 | $ | 5.71 | |||||||||||||||
Options exercised | — | (6,222 | ) | $ | 0.88 | $ | 41,599 | |||||||||||||||
Options cancelled | 1,453 | (1,453 | ) | $ | 3.6 | |||||||||||||||||
Options assumed in acquisition | — | 4,579 | $ | 5.93 | ||||||||||||||||||
Balance— December 31, 2013 | 11,015 | 27,422 | $ | 5.82 | 8.3 | $ | 1,036,224 | |||||||||||||||
Options vested and expected to vest—December 31, 2013 | 25,905 | $ | 5.64 | 8.2 | $ | 983,507 | ||||||||||||||||
Options exercisable—December 31, 2013 | 8,673 | $ | 1.59 | 6.7 | $ | 364,420 | ||||||||||||||||
Schedule of Options Outstanding by Exercise Price | ' | |||||||||||||||||||||
Additional information regarding options outstanding as of December 31, 2013 is as follows (in thousands, except per share data and years): | ||||||||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||||
Exercise Price Range | Number of Shares | Weighted- | Weighted- | Number of Shares | Weighted- | |||||||||||||||||
Average | Average | Average | ||||||||||||||||||||
Remaining | Exercise Price | Exercise Price | ||||||||||||||||||||
Contractual | ||||||||||||||||||||||
Life (Years) | ||||||||||||||||||||||
$ | 0.06 | - | $ | 0.06 | 22 | 2.7 | $ | 0.06 | 22 | $ | 0.06 | |||||||||||
$ | 0.07 | - | $ | 0.07 | 3,045 | 6.2 | $ | 0.07 | 2,926 | $ | 0.07 | |||||||||||
$ | 0.11 | - | $ | 0.95 | 3,021 | 5.9 | $ | 0.55 | 2,392 | $ | 0.54 | |||||||||||
$ | 1.06 | - | $ | 1.65 | 3,695 | 7.9 | $ | 1.47 | 1,497 | $ | 1.45 | |||||||||||
$ | 2.48 | - | $ | 4.68 | 1,946 | 8.5 | $ | 3.03 | 553 | $ | 3.06 | |||||||||||
$ | 5.44 | - | $ | 5.44 | 3,664 | 8.9 | $ | 5.44 | 312 | $ | 5.44 | |||||||||||
$ | 6.61 | - | $ | 7.92 | 2,100 | 8.2 | $ | 7.03 | 970 | $ | 6.91 | |||||||||||
$ | 7.93 | - | $ | 7.93 | 3,633 | 9.3 | $ | 7.93 | — | $ | 7.93 | |||||||||||
$ | 8.09 | - | $ | 10.25 | 3,746 | 9.5 | $ | 9.59 | — | $ | — | |||||||||||
$ | 13 | - | $ | 13 | 1,756 | 9.6 | $ | 13 | 1 | $ | 13 | |||||||||||
$ | 20 | - | $ | 20 | 367 | 9.7 | $ | 20 | — | $ | — | |||||||||||
$ | 38.33 | - | $ | 38.86 | 328 | 9.9 | $ | 38.52 | — | $ | — | |||||||||||
$ | 42.37 | - | $ | 42.37 | 99 | 9.8 | $ | 42.37 | — | $ | — | |||||||||||
$ | 0.06 | - | $ | 42.37 | 27,422 | 8.3 | $ | 5.82 | 8,673 | $ | 1.59 | |||||||||||
Schedule of Activity for Restricted Stock | ' | |||||||||||||||||||||
A summary of information related to restricted stock awards, restricted stock units and restricted common stock are presented below (in thousands, except per share data and years): | ||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||
In the Plans | Outside of the Plans | Weighted- | Weighted- | Aggregate | ||||||||||||||||||
Average | Average | Intrinsic Value | ||||||||||||||||||||
Grant-Date Fair Value Per Share | Contractual | |||||||||||||||||||||
Life (years) | ||||||||||||||||||||||
Unvested balance —December 31, 2010 | — | — | ||||||||||||||||||||
Granted outside of the Plans | — | 1,220 | $ | 0.47 | ||||||||||||||||||
Vested | — | — | ||||||||||||||||||||
Canceled/forfeited | — | — | ||||||||||||||||||||
Unvested balance —December 31, 2011 | — | 1,220 | ||||||||||||||||||||
Granted | 2,335 | — | $ | 2.31 | ||||||||||||||||||
Granted outside of the Plans | — | 352 | $ | 5.44 | ||||||||||||||||||
Vested | (440 | ) | (458 | ) | ||||||||||||||||||
Canceled/forfeited | — | — | ||||||||||||||||||||
Unvested balance— December 31, 2012 | 1,895 | 1,114 | ||||||||||||||||||||
Granted | 1,949 | — | $ | 31.59 | ||||||||||||||||||
Vested | (1,509 | ) | (606 | ) | ||||||||||||||||||
Canceled/forfeited | (262 | ) | — | |||||||||||||||||||
Granted in connection with acquisitions | — | 1,021 | $ | 37.65 | ||||||||||||||||||
Unvested balance —December 31, 2013 | 2,073 | 1,529 | 1.7 | $ | 157,108 | |||||||||||||||||
Expected to vest—December 31, 2013 | 1,844 | 1,361 | 1.7 | 139,773 | ||||||||||||||||||
Income_Taxes_Tables
Income Taxes - (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule of loss before provision for income taxes | ' | |||||||||||
Loss before provision for income taxes consisted of the following (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | (94,455 | ) | $ | (37,316 | ) | $ | (16,744 | ) | |||
Foreign | (85,477 | ) | 595 | 33 | ||||||||
Total | $ | (179,932 | ) | $ | (36,721 | ) | $ | (16,711 | ) | |||
Schedule of provision for (benefit from) income taxes | ' | |||||||||||
The provision for (benefit from) income taxes consisted of the following (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal: | ||||||||||||
Current | $ | — | $ | (1,181 | ) | $ | — | |||||
Deferred | (56,212 | ) | — | — | ||||||||
State: | ||||||||||||
Current | 86 | (62 | ) | 12 | ||||||||
Deferred | (4,564 | ) | — | — | ||||||||
Foreign: | ||||||||||||
Current | 1,478 | 278 | 59 | |||||||||
Deferred | (85 | ) | — | — | ||||||||
Total | $ | (59,297 | ) | $ | (965 | ) | $ | 71 | ||||
Schedule of effective income tax rate reconciliation | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | ||||||
Effect of: | ||||||||||||
State taxes, net of federal tax benefit | 2.5 | 2.7 | 4.4 | |||||||||
Change in valuation allowance | 13.4 | (31.7 | ) | (39.5 | ) | |||||||
Research and development tax credit | 0.8 | 3 | 2.8 | |||||||||
Convertible preferred stock warrants | (1.3 | ) | (2.4 | ) | (1.7 | ) | ||||||
Stock-based compensation | 2.9 | (3.2 | ) | (0.8 | ) | |||||||
Foreign differential | (17.1 | ) | — | — | ||||||||
Other, net | (3.2 | ) | (0.8 | ) | (0.6 | ) | ||||||
Total | 33 | % | 2.6 | % | (0.4 | )% | ||||||
Schedule of deferred tax assets and liabilities | ' | |||||||||||
The components of the deferred tax assets and liabilities are as follows (in thousands): | ||||||||||||
As of December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 46,903 | $ | 30,926 | ||||||||
Accruals and reserves | 6,471 | 2,682 | ||||||||||
Stock-based compensation | 17,555 | — | ||||||||||
Fixed assets | 752 | — | ||||||||||
Deferred revenue | 10,546 | 4,358 | ||||||||||
Research and development credits | 6,541 | 3,340 | ||||||||||
Other deferred tax assets | 156 | 13 | ||||||||||
Gross deferred tax assets | 88,924 | 41,319 | ||||||||||
Valuation allowance | (4,186 | ) | (39,630 | ) | ||||||||
Total deferred tax assets | 84,738 | 1,689 | ||||||||||
Acquisition related intangibles | (114,187 | ) | (1,275 | ) | ||||||||
Fixed Assets | — | (21 | ) | |||||||||
Other deferred tax liabilities | (1,114 | ) | (393 | ) | ||||||||
Deferred tax liabilities | (115,301 | ) | (1,689 | ) | ||||||||
Total | $ | (30,563 | ) | $ | — | |||||||
Schedule of gross unrecognized tax benefit | ' | |||||||||||
A reconciliation of gross unrecognized tax benefit is as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Unrecognized tax benefits at the beginning of the period | $ | 1,172 | $ | 699 | $ | 501 | ||||||
Additions for tax positions related to the current year | 8,789 | 474 | 198 | |||||||||
Increases related to prior year tax positions | 947 | — | — | |||||||||
Decreases based on settlements with taxing authorities | (21 | ) | — | — | ||||||||
Lapse of statute of limitations | — | (1 | ) | — | ||||||||
Unrecognized tax benefits at the end of the period | $ | 10,887 | $ | 1,172 | $ | 699 | ||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Schedule of Net Loss per Common Share, Basic and Diluted | ' | ||||||||||||
The following table sets forth the computation of net loss per common share (in thousands, except per share amounts): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Numerator: | |||||||||||||
Net loss | $ | (120,635 | ) | $ | (35,756 | ) | $ | (16,782 | ) | ||||
Denominator: | |||||||||||||
Weighted average number of shares outstanding—basic and diluted | 45,271 | 10,917 | 8,447 | ||||||||||
Net loss per share—basic and diluted | $ | (2.66 | ) | $ | (3.28 | ) | $ | (1.99 | ) | ||||
Schedule of Antidilutive Securities Excluded from Net Loss per Share Computation | ' | ||||||||||||
The following outstanding options, unvested shares and units, ESPP shares, warrants, and convertible preferred stock 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 antidilutive (in thousands): | |||||||||||||
As of December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Options to purchase common stock | 27,422 | 17,336 | 14,711 | ||||||||||
Unvested early exercised common shares | 4,877 | 7,832 | 2,556 | ||||||||||
Unvested restricted stock awards and units | 3,602 | — | — | ||||||||||
Convertible preferred stock | — | 73,747 | 69,473 | ||||||||||
Warrants to purchase convertible preferred stock | — | 616 | 616 | ||||||||||
Warrants to purchase common stock | 312 | — | — | ||||||||||
ESPP shares | 249 | — | — | ||||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Schedule of Revenue by Geographic Region | ' | ||||||||||||
Revenue by geographic region based on the billing address is as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Revenue: | |||||||||||||
United States | $ | 116,730 | $ | 66,556 | $ | 30,050 | |||||||
EMEA | 22,845 | 6,628 | 1,129 | ||||||||||
APAC | 16,004 | 6,488 | 1,142 | ||||||||||
Other | 5,973 | 3,644 | 1,337 | ||||||||||
Total revenue | $ | 161,552 | $ | 83,316 | $ | 33,658 | |||||||
Description_of_Business_and_Su3
Description of Business and Summary of Significant Accounting Policies - Initial Public Offering (Details) (IPO [Member], USD $) | 1 Months Ended |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 |
IPO [Member] | ' |
Class of Stock [Line Items] | ' |
Common stock sold in IPO (shares) | 17,450,000 |
Common stock sold in IPO from over-allotment option (shares) | 2,275,000 |
Price per share (usd per share) | $20 |
Proceeds from initial public offering, net of underwriting discounts | $324.60 |
Offering expenses | $3.60 |
Shares issued from conversion of preferred stock and warrants (shares) | 74,221,533 |
Description_of_Business_and_Su4
Description of Business and Summary of Significant Accounting Policies - Concentrations (Details) (Customer Concentration Risk [Member]) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Total Revenue [Member] | Accuvant [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Concentration risk, percentage | 11.00% | 10.00% | 12.00% |
Total Revenue [Member] | Carahsoft Technology Corporation [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Concentration risk, percentage | 11.00% | ' | ' |
Accounts Receivable [Member] | Accuvant [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Concentration risk, percentage | 12.00% | 14.00% | ' |
Accounts Receivable [Member] | Scalar Decisions [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Concentration risk, percentage | ' | 10.00% | ' |
Description_of_Business_and_Su5
Description of Business and Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '2 years |
Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Computer equipment and Software [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '2 years |
Computer equipment and Software [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Furniture and fixtures [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Machinery and equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '2 years |
Machinery and equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Demonstration Units [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '12 months |
Description_of_Business_and_Su6
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' |
Goodwill impairment | $0 | $0 | $0 |
Advertising costs | $766,000 | $1,100,000 | $171,000 |
Stock-based compensation, award requisite service period | '4 years | ' | ' |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total assets measured at fair value | $132,518 | ' |
Preferred stock warrant liability | ' | 0 |
Total assets and liabilities measured at fair value | ' | 5,893 |
Level 1 [Member] | Money market funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | 132,518 | 5,893 |
Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total assets measured at fair value | 0 | ' |
Preferred stock warrant liability | ' | 0 |
Total assets and liabilities measured at fair value | ' | 0 |
Level 2 [Member] | Money market funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | 0 | 0 |
Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total assets measured at fair value | 0 | ' |
Preferred stock warrant liability | ' | 3,529 |
Total assets and liabilities measured at fair value | ' | 3,529 |
Level 3 [Member] | Money market funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | 0 | 0 |
Fair Value [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total assets measured at fair value | 132,518 | ' |
Preferred stock warrant liability | ' | 3,529 |
Total assets and liabilities measured at fair value | ' | 9,422 |
Fair Value [Member] | Money market funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | $132,518 | $5,893 |
Fair_Value_Measurements_Reconc
Fair Value Measurements - Reconciliation of Fair Value Liabilities Unobservable Inputs (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Beginning balance | $3,529 | $994 |
Change in fair value of preferred stock warrant liability | 6,538 | 2,535 |
Reclassification of preferred stock warrants to common stock warrants upon IPO | -10,067 | ' |
Ending balance | $0 | $3,529 |
Balance_Sheet_Components_Sched
Balance Sheet Components - Schedule of Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property and equipment | $79,854,000 | $16,624,000 | ' |
Less: accumulated depreciation and amortization | -15,089,000 | -3,088,000 | ' |
Total property and equipment, net | 64,765,000 | 13,536,000 | ' |
Depreciation and amortization | 19,200,000 | 6,900,000 | 3,300,000 |
Computer equipment and Software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property and equipment | 57,403,000 | 12,115,000 | ' |
Leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property and equipment | 15,660,000 | 2,668,000 | ' |
Furniture and fixtures [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property and equipment | 6,035,000 | 1,822,000 | ' |
Machinery and Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property and equipment | $756,000 | $19,000 | ' |
Business_Combinations_Narrativ
Business Combinations - Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 30, 2013 | Dec. 30, 2013 | Dec. 30, 2013 | Sep. 03, 2013 | Dec. 31, 2013 | Dec. 14, 2012 | Dec. 20, 2012 | |
Customer Relationship and Trade Names [Member] | Customer Relationship and Trade Names [Member] | Developed technology, content and contract backlog [Member] | Developed technology, content and contract backlog [Member] | General and Administrative Expense [Member] | Mandiant, Inc. [Member] | Mandiant, Inc. [Member] | Secure DNA [Member] | Secure DNA [Member] | Tall Maple Systems, Inc. [Member] | Ensighta Security, Inc. [Member] | |||||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Customer relationships [Member] | Common Stock [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision for (benefit from) income taxes | ' | ($59,297,000) | ($965,000) | $71,000 | ' | ' | ' | ' | ' | $28,000,000 | ' | ' | ' | ' | ' |
Shares issued for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,123,011 | ' | 50,000 | ' | 150,000 | 422,668 |
Cash paid for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | 106,538,000 | ' | 4,100,000 | ' | ' | 888,000 |
Share price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.22 | ' | $16 | ' | $5.44 | $5.44 |
Share conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.8126 | ' | ' | ' | ' | ' |
Total preliminary purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | 897,655,000 | ' | 4,900,000 | ' | 816,000 | 3,200,000 |
Business acquisition related costs | ' | ' | ' | ' | ' | ' | ' | ' | 8,500,000 | ' | ' | 200,000 | ' | 19,000 | 328,000 |
Estimated fair value of unvested awards to be expensed | ' | 198,200,000 | ' | ' | ' | ' | ' | ' | ' | 122,600,000 | ' | ' | ' | ' | ' |
Finite-lived intangible asset, useful life | ' | ' | ' | ' | '4 years | '8 years | '3 years | '10 years | ' | ' | '8 years | ' | ' | ' | ' |
Goodwill acquired | ' | 705,053,000 | 1,274,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | ' | ' | 1,300,000 |
Contingent obligation maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' |
Contingent obligation, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 190,000 | ' | ' | ' |
Amortization of intangible assets | 0 | 1,500,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81,699 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | $86,700,000 | ' | ' | ' | ' | ' |
Business_Combinations_Schedule
Business Combinations - Schedule of Purchase Consideration (Details) (Mandiant, Inc. [Member], USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Dec. 30, 2013 |
Mandiant, Inc. [Member] | ' |
Business Acquisition [Line Items] | ' |
Cash | $106,538 |
Fair value of common stock | 704,414 |
Estimated fair value of equity awards assumed | 86,703 |
Total preliminary purchase consideration | $897,655 |
Business_Combinations_Acquisit
Business Combinations - Acquisitions and Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 20, 2012 | Dec. 20, 2012 | Dec. 30, 2013 | Dec. 30, 2013 | Sep. 03, 2013 | Sep. 03, 2013 | Sep. 03, 2013 |
In Thousands, unless otherwise specified | Ensighta Security, Inc. [Member] | Ensighta Security, Inc. [Member] | Mandiant, Inc. [Member] | Mandiant, Inc. [Member] | Secure DNA [Member] | Secure DNA [Member] | Secure DNA [Member] | |||
Developed technology [Member] | Customer relationships [Member] | Developed technology [Member] | Customer relationships [Member] | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net acquired tangible assets | ' | ' | ' | ' | ' | $9,629 | ' | ' | ' | ' |
Identifiable intangible assets | ' | ' | ' | ' | 3,378 | 275,500 | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' | ' | 66,000 | ' | 1,300 | 1,900 |
Deferred tax liabilities | ' | ' | ' | -1,274 | ' | -90,105 | ' | -1,290 | ' | ' |
Net assets acquired | ' | ' | ' | -190 | ' | ' | ' | 665 | ' | ' |
Goodwill | 706,327 | 1,274 | 0 | 1,274 | ' | 702,631 | ' | 2,302 | ' | ' |
Fair value of total consideration transferred | ' | ' | ' | $3,188 | ' | $897,655 | ' | $4,877 | ' | ' |
Business_Combinations_Schedule1
Business Combinations - Schedule of Pro Forma Information (Details) (Mandiant, Inc. [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Mandiant, Inc. [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Pro forma revenue | $266,458 | $157,555 |
Pro forma loss from operations | -296,476 | -130,885 |
Pro forma net loss | ($223,740) | ($77,935) |
Business_Combinations_Schedule2
Business Combinations - Schedule of Intangible Assets Acquired (Details) (Mandiant, Inc. [Member], USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Dec. 30, 2013 |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Total | 275,500 |
In Process Research and Development [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Indefinite-lived intangible assets | 1,400 |
Developed technology [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived intangible assets | 54,600 |
Developed technology [Member] | Minimum [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived intangible asset, useful life | '4 years |
Developed technology [Member] | Maximum [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived intangible asset, useful life | '6 years |
Content [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived intangible asset, useful life | '10 years |
Finite-lived intangible assets | 128,500 |
Customer relationships [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived intangible asset, useful life | '8 years |
Finite-lived intangible assets | 66,000 |
Contract backlog [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived intangible assets | 12,600 |
Contract backlog [Member] | Minimum [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived intangible asset, useful life | '1 year |
Contract backlog [Member] | Maximum [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived intangible asset, useful life | '3 years |
Trade names [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived intangible asset, useful life | '4 years |
Finite-lived intangible assets | 12,400 |
Business_Combinations_Schedule3
Business Combinations - Schedule of Goodwill (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill [Roll Forward] | ' | ' |
Beginning balance | $1,274 | $0 |
Goodwill acquired | 705,053 | 1,274 |
Ending balance | $706,327 | $1,274 |
Business_Combinations_Schedule4
Business Combinations - Schedule of Intangible Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Less: accumulated amortization | ($1,516) | $0 |
Total | 281,377 | 4,194 |
In Process Research and Development [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired indefinite live intangible assets | 1,400 | 0 |
Developed technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired finite lived intangible assets | 60,093 | 4,194 |
Content [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired finite lived intangible assets | 128,500 | 0 |
Customer relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired finite lived intangible assets | 67,900 | 0 |
Contract backlog [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired finite lived intangible assets | 12,600 | 0 |
Trade names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired finite lived intangible assets | $12,400 | $0 |
Business_Combinations_Schedule5
Business Combinations - Schedule of Expected Future Amortization Expense (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
2014 | $42,855 | ' |
2015 | 42,056 | ' |
2016 | 41,444 | ' |
2017 | 35,891 | ' |
2018 | 24,950 | ' |
2019 and thereafter | 92,781 | ' |
Total intangible assets subject to amortization | 279,977 | ' |
Total | 281,377 | 4,194 |
In Process Research and Development [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Total intangible assets with indefinite lives | $1,400 | $0 |
Deferred_Revenue_Schedule_of_D
Deferred Revenue - Schedule of Deferred Revenue (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Revenue Arrangement [Line Items] | ' | ' |
Deferred revenue, current portion | $110,535 | $43,750 |
Deferred revenue, non-current portion | 76,979 | 32,656 |
Total deferred revenue | 187,514 | 76,406 |
Product [Member] | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' |
Deferred revenue, current portion | 13,823 | 6,570 |
Deferred revenue, non-current portion | 6,711 | 3,888 |
Subscription and services [Member] | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' |
Deferred revenue, current portion | 96,712 | 37,180 |
Deferred revenue, non-current portion | $70,268 | $28,768 |
Longterm_Debt_Narrative_Detail
Long-term Debt - Narrative (Details) (USD $) | 12 Months Ended | 1 Months Ended | 48 Months Ended | 48 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 19, 2013 | Dec. 31, 2012 | Sep. 19, 2013 | Dec. 31, 2012 | Sep. 19, 2013 | Dec. 31, 2012 | Sep. 19, 2013 | Dec. 31, 2012 | Dec. 31, 2008 | Dec. 31, 2008 | Dec. 31, 2008 | Dec. 31, 2008 | Aug. 31, 2005 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 31, 2005 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2011 | Jun. 30, 2010 | Dec. 31, 2010 | Aug. 31, 2013 | Jun. 30, 2010 | Aug. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2011 | Oct. 31, 2011 | Oct. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 31, 2011 | Jul. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | First Loan Agreement [Member] | First Loan Agreement [Member] | First Loan Agreement [Member] | First Loan Agreement [Member] | First Loan Agreement [Member] | First Loan Agreement [Member] | First Loan Agreement [Member] | First Loan Agreement [Member] | First Loan Agreement [Member] | First Loan Agreement [Member] | First Loan Agreement [Member] | First Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | Second Loan Agreement [Member] | ||||
Series A-2 [Member] | Series A-2 [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | lender | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Equipment Facility [Member] | Equipment Facility [Member] | Equipment Facility [Member] | Equipment Facility [Member] | Growth Capital Facility [Member] | Growth Capital Facility [Member] | Growth Capital Facility [Member] | Growth Capital Facility [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Loans Payable [Member] | Loans Payable [Member] | Equipment Facility [Member] | Equipment Facility [Member] | Equipment Facility [Member] | Equipment Facility [Member] | Growth Capital Facility [Member] | Growth Capital Facility [Member] | Growth Capital Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Supplemental Equipment Line [Member] | Supplemental Equipment Line [Member] | ||||||
Series A-2 [Member] | Series B Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Contractual Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Lenders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | $750,000 | ' | ' | ' | ' | ' | ' | ' | $25,000,000 | ' | $10,000,000 | $3,000,000 | ' | $15,000,000 |
Line of credit, incremental borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, monthly installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '36 months | ' | ' | ' | '36 months | ' | ' | ' | ' | ' | '36 months | ' | '36 months | '36 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, final payment, percentage of principal drawn | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Lines of Credit | 20,000,000 | 0 | 2,322,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | 7.00% | 6.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' |
Repayment of line of credit | 10,000,000 | 7,619,000 | 2,381,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 7,600,000 | 2,400,000 | ' | ' | ' | ' |
Line of credit, amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | ' | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | 564,000 | ' | 2,750,000 | ' | ' | ' | ' | ' | ' | ' | 0 | 0 |
Term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, current borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,750,000 | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares available from warrants | ' | ' | ' | ' | 525,502 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 245,899 | 118,942 | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 60,661 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Price per Share (usd per share) | ' | ' | ' | ' | ' | 0.61 | ' | 1.32 | ' | 0.39 | ' | 1.36 | ' | ' | ' | 0.61 | 1.32 | ' | ' | ' | ' | ' | ' | ' | ' | 0.39 | 1.36 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000 | 56,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock warrant liability | ' | ' | ' | ' | 3,529,000 | ' | 1,632,000 | ' | 925,000 | ' | 634,000 | ' | 338,000 | ' | 4,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining contractual term | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 79.00% | 79.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.20% | 1.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Control premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change of control probability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
IPO threshold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000,000 | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Longterm_Debt_Schedule_of_Revo
Long-term Debt - Schedule of Revolving Line of Credit Borrowings (Details) (Second Loan Agreement [Member], Revolving Credit Facility [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Second Loan Agreement [Member] | Revolving Credit Facility [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Second Loan Agreement—revolving line of credit | $0 | $10,000 |
Longterm_Debt_Schedule_of_Outs
Long-term Debt - Schedule of Outstanding Borrowings (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Less current portion | $0 | ($1,231) |
Total | 0 | 10,916 |
Second Loan Agreement [Member] | Equipment Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | ' | 132 |
Second Loan Agreement [Member] | Growth Capital Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | ' | 1,832 |
Second Loan Agreement [Member] | Loans Payable [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | ' | 183 |
Second Loan Agreement [Member] | Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | ' | 2,147 |
Less current portion | ' | -1,231 |
Total | ' | $916 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Leases (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Rent expense | $3,700 | $796 | $324 |
2014 | 8,283 | ' | ' |
2015 | 8,201 | ' | ' |
2016 | 6,009 | ' | ' |
2017 | 5,175 | ' | ' |
2018 | 3,009 | ' | ' |
2019 and thereafter | 9,759 | ' | ' |
Total | $40,436 | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Contract Manufacturer Commitments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Non-cancellable open orders | $16.70 | $3.30 |
Convertible_Preferred_Stock_Wa2
Convertible Preferred Stock Warrants - Narrative (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Oct. 31, 2013 | Dec. 31, 2013 | Sep. 19, 2013 |
Other Expense [Member] | Other Expense [Member] | Other Expense [Member] | Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | |||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares available from warrants | ' | ' | ' | ' | ' | ' | ' | 525,502 | ' | ' | ' |
Warrants outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | 311,747 | 616,000 |
Warrants exercised | 304,043 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued from conversion of preferred stock and warrants (shares) | ' | ' | ' | ' | ' | ' | ' | ' | 299,160 | ' | ' |
Exercise Price per Share (usd per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.72 | ' |
Change in fair value of preferred stock warrant liability | ' | $6,538 | $2,535 | $805 | $6,500 | $2,500 | $805 | ' | ' | ' | ' |
Convertible_Preferred_Stock_Wa3
Convertible Preferred Stock Warrants - Schedule of Convertible Preferred Stock Warrants Outstanding (Details) (Convertible Preferred Stock [Member], USD $) | Sep. 19, 2013 | Dec. 31, 2012 |
Class of Warrant or Right [Line Items] | ' | ' |
Preferred stock warrant liability | ' | $3,529,000 |
Series A-2 [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
No. of Shares | 245,899 | ' |
Exercise Price per Share (usd per share) | 0.61 | ' |
Preferred stock warrant liability | ' | 1,632,000 |
Series B [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
No. of Shares | 118,942 | ' |
Exercise Price per Share (usd per share) | 1.32 | ' |
Preferred stock warrant liability | ' | 925,000 |
Series D [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
No. of Shares | 100,000 | ' |
Exercise Price per Share (usd per share) | 0.39 | ' |
Preferred stock warrant liability | ' | 634,000 |
Series E [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
No. of Shares | 60,661 | ' |
Exercise Price per Share (usd per share) | 1.36 | ' |
Preferred stock warrant liability | ' | $338,000 |
Convertible_Preferred_Stock_Wa4
Convertible Preferred Stock Warrants - Schedule of Assumptions Used to Determine Fair Value of Convertible Preferred Stock Warrants (Details) (Convertible Preferred Stock [Member], USD $) | 1 Months Ended | 0 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 |
Minimum [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ' | ' | ' |
Remaining contractual term | '6 months | '2 years 7 months 6 days | '8 years 8 months 12 days |
Risk-free interest rate | ' | 0.30% | 1.50% |
Volatility | ' | 55.00% | 64.00% |
Change of control probability | ' | 25.00% | 50.00% |
Control premium | ' | 40.00% | 40.00% |
IPO threshold | ' | $600 | $1,800 |
Convertible_Preferred_Stock_Sc
Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock Outstanding (Details) (USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
Temporary Equity [Line Items] | ' |
Shares Designated | 65,326 |
Shares Issued and Outstanding | 64,115 |
Liquidation Preference | $96,746 |
Series A-1 [Member] | ' |
Temporary Equity [Line Items] | ' |
Shares Designated | 1,000 |
Shares Issued and Outstanding | 1,000 |
Liquidation Preference | 250 |
Series A-2 [Member] | ' |
Temporary Equity [Line Items] | ' |
Shares Designated | 10,410 |
Shares Issued and Outstanding | 10,164 |
Liquidation Preference | 6,200 |
Series B [Member] | ' |
Temporary Equity [Line Items] | ' |
Shares Designated | 11,104 |
Shares Issued and Outstanding | 10,985 |
Liquidation Preference | 14,500 |
Series C [Member] | ' |
Temporary Equity [Line Items] | ' |
Shares Designated | 7,049 |
Shares Issued and Outstanding | 7,049 |
Liquidation Preference | 14,604 |
Series D [Member] | ' |
Temporary Equity [Line Items] | ' |
Shares Designated | 26,331 |
Shares Issued and Outstanding | 26,231 |
Liquidation Preference | 10,187 |
Series E [Member] | ' |
Temporary Equity [Line Items] | ' |
Shares Designated | 4,632 |
Shares Issued and Outstanding | 4,412 |
Liquidation Preference | 6,000 |
Series F [Member] | ' |
Temporary Equity [Line Items] | ' |
Shares Designated | 4,800 |
Shares Issued and Outstanding | 4,274 |
Liquidation Preference | $45,005 |
Convertible_Preferred_Stock_Na
Convertible Preferred Stock - Narrative (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 19, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 19, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 19, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 19, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 19, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 19, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 19, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 19, 2013 | Dec. 31, 2013 | |
Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Common Stock [Member] | Series A-1 [Member] | Series A-1 [Member] | Series A-1 [Member] | Series A-2 [Member] | Series A-2 [Member] | Series A-2 [Member] | Series B [Member] | Series B [Member] | Series B [Member] | Series C [Member] | Series C [Member] | Series C [Member] | Series D [Member] | Series D [Member] | Series D [Member] | Series E [Member] | Series E [Member] | Series E [Member] | Series F [Member] | Series F [Member] | |||
director | director | ||||||||||||||||||||||||
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued from conversion of preferred stock and warrants (shares) | ' | ' | 74,221,553 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Voting right per share of common stock | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares required to be outstanding to vote | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of electable directors | ' | ' | ' | 2 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual dividends payable (usd per share) | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | ' | $0.04 | ' | ' | $0.08 | ' | ' | $0.12 | ' | ' | $0.02 | ' | ' | $0.08 | ' | $0.63 |
Cumulative preferred stock dividends in arrears | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends paid | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liquidation share price (usd per share) | ' | ' | ' | ' | ' | $0.25 | ' | ' | $0.61 | ' | ' | $1.32 | ' | ' | $2.07 | ' | ' | $0.39 | ' | ' | $1.36 | ' | ' | $10.53 | ' |
Conversion ratio to common shares | ' | ' | ' | ' | ' | 1 | 1 | ' | 0.8525 | 0.8525 | ' | 0.7136 | 0.7136 | ' | 0.6705 | 0.6705 | ' | 1 | 1 | ' | 1 | 1 | ' | 1 | ' |
Common_Shares_Reserved_for_Iss2
Common Shares Reserved for Issuance (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | ' | ' |
Common stock, shares authorized | 1,000,000,000 | 130,000,000 |
Common stock, par value (usd per share) | $0.00 | $0.00 |
Voting right per common share | 1 | ' |
Shares reserved for future issuance | 43,038,000 | 95,806,000 |
Conversion of preferred stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Shares reserved for future issuance | 0 | 73,747,000 |
Warrants to purchase convertible preferred stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Shares reserved for future issuance | 0 | 616,000 |
Warrants to purchase common stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Shares reserved for future issuance | 312,000 | 0 |
ESPP [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Shares reserved for future issuance | 2,500,000 | 0 |
Reserved under stock award plan [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Shares reserved for future issuance | 40,226,000 | 21,443,000 |
Equity_Award_Plans_Narrative_D
Equity Award Plans - Narrative (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 12 Months Ended | 2 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 02, 2014 | Jan. 02, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
award_plan | Mandiant, Inc. [Member] | December 2012 [Member] | ESPP [Member] | Restricted Stock Awards and Restricted Stock Units [Member] | Restricted Stock Awards and Restricted Stock Units [Member] | Restricted Stock Awards and Restricted Stock Units [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Subsequent Event [Member] | Subsequent Event [Member] | 2013 Plan [Member] | Adjustment [Member] | |||
Performance Conditions, Continued Service, and Initial Public Offering [Member] | December 2013 [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | ESPP [Member] | General, Administrative and Sales and Marketing Expenses [Member] | |||||||||||
Mandiant, Inc. [Member] | Executive Officer [Member] | Executive Officer [Member] | Executive Officer [Member] | Executive Officer [Member] | Executive Officer [Member] | December 2012 [Member] | December 2012 [Member] | September 2013 [Member] | ||||||||||||||||
Annual Vesting Period [Member] | Monthly Vesting Period [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $10,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of equity award plans | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Generally vesting period | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | '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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grant date fair value, percentage | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options assumed in acquisition (shares) | 4,579,000 | ' | ' | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options assumed in acquisition, vested (shares) | ' | ' | ' | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options assumed in acquisition, unvested (shares) | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition price at lower of fair market value, percentage | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase period | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum employee payroll deduction, percentage | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee maximum number of shares per purchase period | ' | ' | ' | ' | ' | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee maximum purchase value of stock per year | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for future issuance | 43,038,000 | 95,806,000 | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,015,257 | ' |
Additional shares authorized (shares) | 20,413,000 | 16,308,000 | 2,858,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,887,875 | 1,377,575 | ' | ' |
Common stock, percentage outstanding | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares outstanding threshold | ' | ' | ' | ' | ' | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation cost not yet recognized | 198,200,000 | ' | ' | 122,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining vesting period | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares subject to repurchase | ' | ' | ' | ' | ' | ' | ' | ' | ' | 797,698 | ' | ' | ' | 457,687 | 762,812 | ' | ' | ' | 175,977 | 98,326 | ' | ' | ' | ' |
Proceeds from early exercise of stock awards | 8,188,000 | 2,001,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from exercise of equity awards | 5,428,000 | 2,454,000 | 875,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 260,000 | 435,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares granted | 1,949,000 | 2,335,000 | ' | ' | ' | ' | 1,949,000 | 2,335,000 | 565,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares canceled | 173,000 | ' | ' | ' | ' | ' | 262,000 | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grant date fair value | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | 55,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted, weighted-average grant-date fair value (usd per share) | ' | ' | ' | ' | ' | ' | $31.59 | $2.31 | $7.01 | ' | $43.69 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation expense | 28,858,000 | 6,843,000 | 715,000 | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 292,000 |
Restricted common stock, issued and sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,274,938 | 222,500 | 1,220,498 | ' | ' | ' | ' | 351,953 | ' | ' | ' | ' | ' | ' |
Shares issued for acquisition | ' | ' | ' | 16,123,011 | ' | ' | ' | ' | ' | 797,698 | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted common stock, issued and sold, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $696,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share (usd per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $43.69 | ' | $16 | $0.57 | ' | ' | ' | ' | $5.44 | ' | ' | ' | ' | ' | ' |
Stock-based compensation, award requisite service period | '4 years | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | '2 years 1 month | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting rights percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 2.08% | ' | ' | ' | ' | ' | ' | ' |
Equity_Award_Plans_Schedule_of
Equity Award Plans - Schedule of Fair Value Assumptions Used for Stock Options (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Fair value of common stock (usd per share) | $5.71 | $1.35 | $0.44 |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Fair value of common stock (usd per share) | $6.05 | $1.65 | $0.57 |
Risk-free interest rate | 0.60% | 0.20% | 1.00% |
Expected term (in years) | '4 years | '1 year | '5 years |
Volatility | 46.00% | 49.00% | 51.00% |
Maximum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Fair value of common stock (usd per share) | $42.37 | $5.44 | $1.65 |
Risk-free interest rate | 2.10% | 3.40% | 2.80% |
Expected term (in years) | '6 years | '6 years | '7 years |
Volatility | 54.00% | 53.00% | 52.00% |
Equity_Award_Plans_Schedule_of1
Equity Award Plans - Schedule of Fair Value Assumptions Used for ESPP (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Fair value of common stock (usd per share) | $5.71 | $1.35 | $0.44 |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Fair value of common stock (usd per share) | $6.05 | $1.65 | $0.57 |
Risk-free interest rate | 0.60% | 0.20% | 1.00% |
Expected term (in years) | '4 years | '1 year | '5 years |
Volatility | 46.00% | 49.00% | 51.00% |
Maximum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Fair value of common stock (usd per share) | $42.37 | $5.44 | $1.65 |
Risk-free interest rate | 2.10% | 3.40% | 2.80% |
Expected term (in years) | '6 years | '6 years | '7 years |
Volatility | 54.00% | 53.00% | 52.00% |
ESPP [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Fair value of common stock (usd per share) | $20 | ' | ' |
Risk-free interest rate | 0.10% | ' | ' |
Dividend yield | 0.00% | ' | ' |
ESPP [Member] | Minimum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected term (in years) | '8 months 12 days | ' | ' |
Volatility | 42.00% | ' | ' |
ESPP [Member] | Maximum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected term (in years) | '1 year 2 months 12 days | ' | ' |
Volatility | 45.00% | ' | ' |
Equity_Award_Plans_Schedule_of2
Equity Award Plans - Schedule of Share-based Compensation Expense (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | $28,858 | $6,843 | $715 |
Cost of product revenue [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | 469 | 115 | 31 |
Cost of subscription and service revenue [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | 2,341 | 55 | 8 |
Research and development [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | 6,958 | 1,465 | 148 |
Sales and marketing [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | 10,748 | 1,672 | 360 |
General and Administrative Expense [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | $8,342 | $3,536 | $168 |
Equity_Award_Plans_Schedule_of3
Equity Award Plans - Schedule of Activity for Share Available of Grant and Options Outstanding (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Share-based Compensation Arrangement by Share-based Payment Award, Share Available for Grant [Roll Forward] | ' | ' | ' | ' |
Beginning balance, shares available for grant | 4,107 | 207 | 5,271 | ' |
Additional shares authorized (shares) | 20,413 | 16,308 | 2,858 | ' |
Restricted stock units granted (shares) | -1,949 | -2,335 | ' | ' |
Repurchases (shares) | ' | 24 | ' | ' |
Unvested stock and restricted stock unit forfeited (shares) | 173 | ' | ' | ' |
Options granted (shares) | -13,182 | -11,341 | -8,089 | ' |
Options cancelled (shares) | 1,453 | 1,244 | 167 | ' |
Ending balance, shares available for grant | 11,015 | 4,107 | 207 | 5,271 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' | ' | ' |
Beginning balance, options outstanding (shares) | 17,336 | 14,711 | 7,605 | ' |
Options granted (shares) | 13,182 | 11,341 | 8,089 | ' |
Options exercised (shares) | -6,222 | -7,472 | -816 | ' |
Options cancelled (shares) | -1,453 | -1,244 | -167 | ' |
Options assumed in acquisition (shares) | 4,579 | ' | ' | ' |
Ending balance, options outstanding (shares) | 27,422 | 17,336 | 14,711 | 7,605 |
Option vested and expected to vest (shares) | 25,905 | ' | ' | ' |
Option exercisable (shares) | 8,673 | ' | ' | ' |
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) | $0.98 | $0.42 | $0.07 | ' |
Options granted, weighted average exercise price (usd per share) | $9.57 | $1.92 | $0.72 | ' |
Options exercised, weighted average exercise price (usd per share) | $0.88 | $1.27 | $0.22 | ' |
Options cancelled, weighted average exercise price (usd per share) | $3.60 | $1.06 | $0.37 | ' |
Options assumed in acquisition, weighted average exercise price (usd per share) | $5.93 | ' | ' | ' |
Ending balance, weighted average exercise price (usd per share) | $5.82 | $0.98 | $0.42 | $0.07 |
Option vested and expected to vest, weighted average exercise price (usd per share) | $5.64 | ' | ' | ' |
Option exercisable, weighted average exercise price (usd per share) | $1.59 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ' | ' | ' | ' |
Weighted average grant date fair value (usd per share) | $5.71 | $1.35 | $0.44 | ' |
Options outstanding, weighted average contractual life | '8 years 3 months | '8 years 3 months 11 days | '8 years 7 months 21 days | '8 years 7 months 28 days |
Option vested and expected to vest, weighted average contractual life | '8 years 2 months 12 days | ' | ' | ' |
Option exercisable, weighted average contractual life | '6 years 8 months 12 days | ' | ' | ' |
Aggregate intrinsic value of options exercised | $41,599 | $6,682 | $547 | ' |
Options outstanding, aggregate intrinsic value | 1,036,224 | 77,250 | 11,227 | 12 |
Option vested and expected to vest, aggregate intrinsic value | 983,507 | ' | ' | ' |
Option exercisable, aggregate intrinsic value | $364,420 | ' | ' | ' |
Equity_Award_Plans_Schedule_of4
Equity Award Plans - Schedule of Options Outstanding by Exercise Price (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $0.06 |
Exercise price, upper range | $42.37 |
Options outstanding, number | 27,422 |
Options outstanding, weighted-average remaining contractual life | '8 years 3 months 18 days |
Options outstanding, weighted-average exercise price | $5.82 |
Options exercisable, number | 8,673 |
Options exercisable, weighted-average exercise price | $1.59 |
Exercise Price $0.06 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $0.06 |
Exercise price, upper range | $0.06 |
Options outstanding, number | 22 |
Options outstanding, weighted-average remaining contractual life | '2 years 8 months 12 days |
Options outstanding, weighted-average exercise price | $0.06 |
Options exercisable, number | 22 |
Options exercisable, weighted-average exercise price | $0.06 |
Exercise Price $0.07 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $0.07 |
Exercise price, upper range | $0.07 |
Options outstanding, number | 3,045 |
Options outstanding, weighted-average remaining contractual life | '6 years 2 months 12 days |
Options outstanding, weighted-average exercise price | $0.07 |
Options exercisable, number | 2,926 |
Options exercisable, weighted-average exercise price | $0.07 |
Exercise Price $0.11 to $0.95 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $0.11 |
Exercise price, upper range | $0.95 |
Options outstanding, number | 3,021 |
Options outstanding, weighted-average remaining contractual life | '5 years 10 months 24 days |
Options outstanding, weighted-average exercise price | $0.55 |
Options exercisable, number | 2,392 |
Options exercisable, weighted-average exercise price | $0.54 |
Exercise Price $1.06 to $1.65 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $1.06 |
Exercise price, upper range | $1.65 |
Options outstanding, number | 3,695 |
Options outstanding, weighted-average remaining contractual life | '7 years 10 months 24 days |
Options outstanding, weighted-average exercise price | $1.47 |
Options exercisable, number | 1,497 |
Options exercisable, weighted-average exercise price | $1.45 |
Exercise Price $2.48 to $4.68 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $2.48 |
Exercise price, upper range | $4.68 |
Options outstanding, number | 1,946 |
Options outstanding, weighted-average remaining contractual life | '8 years 6 months |
Options outstanding, weighted-average exercise price | $3.03 |
Options exercisable, number | 553 |
Options exercisable, weighted-average exercise price | $3.06 |
Exercise Price $5.44 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $5.44 |
Exercise price, upper range | $5.44 |
Options outstanding, number | 3,664 |
Options outstanding, weighted-average remaining contractual life | '8 years 11 months 9 days |
Options outstanding, weighted-average exercise price | $5.44 |
Options exercisable, number | 312 |
Options exercisable, weighted-average exercise price | $5.44 |
Exercise Price $6.61 to $7.92 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $6.61 |
Exercise price, upper range | $7.92 |
Options outstanding, number | 2,100 |
Options outstanding, weighted-average remaining contractual life | '8 years 2 months 12 days |
Options outstanding, weighted-average exercise price | $7.03 |
Options exercisable, number | 970 |
Options exercisable, weighted-average exercise price | $6.91 |
Exercise Price $7.93 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $7.93 |
Exercise price, upper range | $7.93 |
Options outstanding, number | 3,633 |
Options outstanding, weighted-average remaining contractual life | '9 years 3 months 18 days |
Options outstanding, weighted-average exercise price | $7.93 |
Options exercisable, number | 0 |
Options exercisable, weighted-average exercise price | $7.93 |
Exercise Price $8.09 to $10.25 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $8.09 |
Exercise price, upper range | $10.25 |
Options outstanding, number | 3,746 |
Options outstanding, weighted-average remaining contractual life | '9 years 6 months |
Options outstanding, weighted-average exercise price | $9.59 |
Options exercisable, number | 0 |
Options exercisable, weighted-average exercise price | $0 |
Exercise Price $13.00 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $13 |
Exercise price, upper range | $13 |
Options outstanding, number | 1,756 |
Options outstanding, weighted-average remaining contractual life | '9 years 7 months 6 days |
Options outstanding, weighted-average exercise price | $13 |
Options exercisable, number | 1 |
Options exercisable, weighted-average exercise price | $13 |
Exercise Price $20.00 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $20 |
Exercise price, upper range | $20 |
Options outstanding, number | 367 |
Options outstanding, weighted-average remaining contractual life | '9 years 8 months 12 days |
Options outstanding, weighted-average exercise price | $20 |
Options exercisable, number | 0 |
Options exercisable, weighted-average exercise price | $0 |
Exercise Price $38.33 to $38.86 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $38.33 |
Exercise price, upper range | $38.86 |
Options outstanding, number | 328 |
Options outstanding, weighted-average remaining contractual life | '9 years 10 months 24 days |
Options outstanding, weighted-average exercise price | $38.52 |
Options exercisable, number | 0 |
Options exercisable, weighted-average exercise price | $0 |
Exercise Price $42.37 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise price, lower range | $42.37 |
Exercise price, upper range | $42.37 |
Options outstanding, number | 99 |
Options outstanding, weighted-average remaining contractual life | '9 years 9 months 18 days |
Options outstanding, weighted-average exercise price | $42.37 |
Options exercisable, number | 0 |
Options exercisable, weighted-average exercise price | $0 |
Equity_Award_Plans_Schedule_of5
Equity Award Plans - Schedule of Activity for Restricted Stock (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restricted Stock Awards and Restricted Stock Units [Member] | Restricted Stock Awards and Restricted Stock Units [Member] | Restricted Stock Awards and Restricted Stock Units [Member] | Restricted Stock Awards and Restricted Stock Units [Member] | Restricted Stock Awards and Restricted Stock Units [Member] | Restricted Stock Awards and Restricted Stock Units [Member] | |||
Outside Of The Plans [Member] | Outside Of The Plans [Member] | Outside Of The Plans [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance, shares outstanding | ' | ' | 1,895,000 | 0 | 0 | 1,114,000 | 1,220,000 | 0 |
Granted (shares) | 1,949,000 | 2,335,000 | 1,949,000 | 2,335,000 | ' | ' | 352,000 | 1,220,000 |
Granted in connection with acquisitions (shares) | ' | ' | 1,021,000 | ' | ' | ' | ' | ' |
Vested (shares) | ' | ' | -1,509,000 | -440,000 | ' | -606,000 | -458,000 | ' |
Canceled/forfeited (shares) | -173,000 | ' | -262,000 | ' | ' | ' | ' | ' |
Ending balance, shares outstanding | ' | ' | 2,073,000 | 1,895,000 | 0 | 1,529,000 | 1,114,000 | 1,220,000 |
Vested and expected to vest (shares) | ' | ' | 1,844,000 | ' | ' | 1,361,000 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Granted, weighted-average grant-date fair value (usd per share) | ' | ' | $31.59 | $2.31 | ' | ' | $5.44 | $0.47 |
Granted in connection with acquisitions, weighted-average grant-date fair value (usd per share) | ' | ' | $37.65 | ' | ' | ' | ' | ' |
Unvested, weighted-average remaining contractual term | ' | ' | '1 year 8 months 12 days | ' | ' | ' | ' | ' |
Vested and expected to vest, weighted-average remaining contractual term | ' | ' | '1 year 8 months 12 days | ' | ' | ' | ' | ' |
Unvested, aggregate intrinsic value | ' | ' | $157,108 | ' | ' | ' | ' | ' |
Vested and expected to vest, aggregate intrinsic value | ' | ' | $139,773 | ' | ' | ' | ' | ' |
Income_Taxes_Schedule_of_Loss_
Income Taxes - Schedule of Loss Before Provision for Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
United States | ($94,455) | ($37,316) | ($16,744) |
Foreign | -85,477 | 595 | 33 |
Total | ($179,932) | ($36,721) | ($16,711) |
Income_Taxes_Schedule_of_Provi
Income Taxes - Schedule of Provision for (Benefit from) Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Federal: | ' | ' | ' |
Current | $0 | ($1,181) | $0 |
Deferred | -56,212 | 0 | 0 |
State: | ' | ' | ' |
Current | 86 | -62 | 12 |
Deferred | -4,564 | 0 | 0 |
Foreign: | ' | ' | ' |
Current | 1,478 | 278 | 59 |
Deferred | -85 | 0 | 0 |
Total | ($59,297) | ($965) | $71 |
Income_Taxes_Schedule_of_Effec
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Effect of: | ' | ' | ' |
State taxes, net of federal tax benefit | 2.50% | 2.70% | 4.40% |
Change in valuation allowance | 13.40% | -31.70% | -39.50% |
Research and development tax credit | 0.80% | 3.00% | 2.80% |
Convertible preferred stock warrants | -1.30% | -2.40% | -1.70% |
Stock-based compensation | 2.90% | -3.20% | -0.80% |
Foreign differential | -17.10% | 0.00% | 0.00% |
Other, net | -3.20% | -0.80% | -0.60% |
Total | 33.00% | 2.60% | -0.40% |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $46,903 | $30,926 |
Accruals and reserves | 6,471 | 2,682 |
Stock-based compensation | 17,555 | 0 |
Fixed assets | 752 | 0 |
Deferred revenue | 10,546 | 4,358 |
Research and development credits | 6,541 | 3,340 |
Other deferred tax assets | 156 | 13 |
Gross deferred tax assets | 88,924 | 41,319 |
Valuation allowance | -4,186 | -39,630 |
Total deferred tax assets | 84,738 | 1,689 |
Acquisition related intangibles | -114,187 | -1,275 |
Fixed Assets | 0 | -21 |
Other deferred tax liabilities | -1,114 | -393 |
Deferred tax liabilities | -115,301 | -1,689 |
Total | ($30,563) | $0 |
Income_Taxes_Narrative_Details
Income Taxes - Narrative (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Operating Loss Carryforwards [Line Items] | ' |
Tax benefit | $35.40 |
Federal [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carry forwards | 127.7 |
State [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carry forwards | $136.70 |
Income_Taxes_Narrative_2_Detai
Income Taxes - Narrative 2 (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Tax Credit Carryforward [Line Items] | ' | ' | ' | ' |
Deferred Tax Assets, Not Recognized, Compensation and Benefits, Share-based Compensation Cost | $3,500,000 | ' | ' | ' |
Unrecognized tax benefits | 10,887,000 | 1,172,000 | 699,000 | 501,000 |
Accrued penalties | 71,000 | 29,000 | ' | ' |
Liability for penalties and interest | 100,000 | ' | ' | ' |
Undistributed earnings in foreign subsidiaries | 3,600,000 | ' | ' | ' |
Effective income tax rate, percent | 33.00% | 2.60% | -0.40% | ' |
Federal [Member] | Research and Development Tax Credit Carryforward [Member] | ' | ' | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' | ' | ' |
Tax credit carry forward | 4,200,000 | ' | ' | ' |
State [Member] | Research and Development Tax Credit Carryforward [Member] | ' | ' | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' | ' | ' |
Tax credit carry forward | $2,900,000 | ' | ' | ' |
Income_Taxes_Schedule_of_Gross
Income Taxes - Schedule of Gross Unrecognized Tax Benefit (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' | ' | ' |
Unrecognized tax benefits at the beginning of the period | $1,172 | $699 | $501 |
Additions for tax positions related to the current year | 8,789 | 474 | 198 |
Increases related to prior year tax positions | 947 | 0 | 0 |
Decreases based on settlements with taxing authorities | -21 | 0 | 0 |
Lapse of statute of limitations | 0 | -1 | 0 |
Unrecognized tax benefits at the end of the period | $10,887 | $1,172 | $699 |
Net_Loss_Per_Share_Schedule_of
Net Loss Per Share - Schedule of Net Loss per Common Share, Basic and Diluted (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Numerator: | ' | ' | ' |
Net loss | ($120,635) | ($35,756) | ($16,782) |
Denominator: | ' | ' | ' |
Weighted average number of shares outstanding—basic and diluted (shares) | 45,271 | 10,917 | 8,447 |
Net loss per share—basic and diluted (usd per share) | ($2.66) | ($3.28) | ($1.99) |
Net_Loss_Per_Share_Schedule_of1
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Net Loss per Share Computation (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Option to purchase common stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from net loss per share (shares) | 27,422 | 17,336 | 14,711 |
Unvested early exercised common shares [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from net loss per share (shares) | 4,877 | 7,832 | 2,556 |
Unvested restricted stock awards and units [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from net loss per share (shares) | 3,602 | 0 | 0 |
Conversion of preferred stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from net loss per share (shares) | 0 | 73,747 | 69,473 |
Warrants to purchase convertible preferred stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from net loss per share (shares) | 0 | 616 | 616 |
Warrants to purchase common stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from net loss per share (shares) | 312 | 0 | 0 |
ESPP shares [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from net loss per share (shares) | 249 | ' | ' |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 48 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Employer contributions to 401(k) | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Apr. 30, 2013 | Dec. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Executive Officers [Member] | Executive Officers [Member] | Executive Officers [Member] | Chief Technology Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Investor [Member] | Investor [Member] | Investor [Member] | Investor [Member] | Investor [Member] | Investor [Member] | Investor [Member] | Investor [Member] | ||||
Minimum [Member] | Maximum [Member] | Mandiant, Inc. [Member] | Mandiant, Inc. [Member] | customer | Customer A [Member] | Customer A [Member] | Customer B [Member] | Customer B [Member] | Customer A and B [Member] | Customer A and B [Member] | Customer A and B [Member] | |||||||
Preferred Stock C, D, E and F [Member] | Common Stock [Member] | Preferred Stock C, D, E and F [Member] | Common Stock [Member] | |||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory notes annual interest rate | ' | ' | ' | ' | 1.07% | 2.72% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee notes receivable | ' | ' | ' | $7,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from related party | ' | ' | ' | ' | ' | ' | 3,700,000 | 3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Early exercise liability | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of customers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' |
Shares owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | 740,166 | ' | 532,064 | 556,727 | 1,938,027 | 2,415,256 | ' | ' | ' |
Shares owned, unvested | ' | ' | ' | ' | ' | ' | ' | ' | ' | 328,960 | ' | ' | ' | ' | ' | ' | ' | ' |
Sales | 161,552,000 | 83,316,000 | 33,658,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 269,000 | 437,000 | 370,000 |
Consideration transferred, total | ' | ' | ' | ' | ' | ' | ' | ' | 28,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration transferred, cash paid | ' | ' | ' | ' | ' | ' | ' | ' | $3,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration transferred, shares | ' | ' | ' | ' | ' | ' | ' | ' | 601,439 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration transferred, shares held in escrow | ' | ' | ' | ' | ' | ' | ' | ' | 87,335 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment_Information_Schedule_o
Segment Information - Schedule of Revenue by Geographic Region (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Total revenue | $161,552 | $83,316 | $33,658 |
Operating Segments [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Total revenue | 161,552 | 83,316 | 33,658 |
Operating Segments [Member] | United States [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Total revenue | 116,730 | 66,556 | 30,050 |
Operating Segments [Member] | EMEA [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Total revenue | 22,845 | 6,628 | 1,129 |
Operating Segments [Member] | APAC [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Total revenue | 16,004 | 6,488 | 1,142 |
Operating Segments [Member] | Other [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Total revenue | $5,973 | $3,644 | $1,337 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], Common Stock [Member]) | 1 Months Ended |
Jan. 31, 2014 | |
Subsequent Event [Member] | Common Stock [Member] | ' |
Subsequent Event [Line Items] | ' |
Issuance of common stock in connection with initial public offering net of offering costs, shares | 16,100,000 |
Stock Issued During Period, Shares, New Issue, Overallotment Option | 2,100,000 |