Document and Entity Information
Document and Entity Information Document - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 24, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | FIREEYE, INC. | ||
Entity Central Index Key | 1,370,880 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 7 | ||
Entity Common Stock, Shares Outstanding | 165,949,541 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 402,102 | $ 146,363 |
Short-term investments | 767,775 | 255,845 |
Accounts receivable, net of allowance for doubtful accounts of $2,021 and $586 at December 31, 2015 and 2014, respectively | 172,752 | 193,182 |
Inventories | 13,747 | 7,952 |
Deferred tax assets, current portion | 0 | 25,126 |
Prepaid expenses and other current assets | 30,883 | 28,669 |
Total current assets | 1,387,259 | 657,137 |
Property and equipment, net | 78,368 | 82,298 |
Goodwill | 750,288 | 750,288 |
Intangibles assets, net | 214,560 | 261,625 |
Deposits and other long-term assets | 10,998 | 7,533 |
TOTAL ASSETS | 2,441,473 | 1,758,881 |
Current liabilities: | ||
Accounts payable | 43,650 | 34,057 |
Accrued and other current liabilities | 29,820 | 24,596 |
Accrued compensation | 79,294 | 64,551 |
Deferred revenue, current portion | 305,169 | 203,877 |
Total current liabilities | 457,933 | 327,081 |
Convertible senior notes, net | 706,198 | 0 |
Deferred revenue, non-current portion | 221,829 | 148,666 |
Deferred tax liabilities, non-current portion | 0 | 24,903 |
Other long-term liabilities | 11,141 | 7,403 |
Total liabilities | $ 1,397,101 | $ 508,053 |
Commitments and contingencies (NOTE 9) | ||
Stockholders' equity: | ||
Convertible preferred stock, par value of $0.0001 per share; 100,000 shares authorized, none issued or outstanding as of December 31, 2015 and 2014 | $ 0 | $ 0 |
Common stock, par value of $0.0001 per share; 1,000,000 shares authorized, 161,643 and 152,860 shares issued and outstanding as of December 31, 2015 and 2014, respectively | 16 | 15 |
Additional paid-in capital | 2,403,088 | 1,918,546 |
Treasury stock, at cost; 3,333 shares and no shares as of December 31, 2015 and 2014, respectively | (150,000) | 0 |
Accumulated other comprehensive loss | (2,225) | (441) |
Accumulated deficit | (1,206,507) | (667,292) |
Total stockholders’ equity | 1,044,372 | 1,250,828 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 2,441,473 | $ 1,758,881 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,021 | $ 586 |
Convertible preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 161,643,000 | 152,860,000 |
Common stock, shares outstanding (in shares) | 161,643,000 | 152,860,000 |
Treasury stock (shares) | 3,333,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Product | $ 216,632 | $ 178,246 | $ 88,253 |
Subscription and services | 406,335 | 247,416 | 73,299 |
Total revenue | 622,967 | 425,662 | 161,552 |
Cost of revenue: | |||
Product | 74,481 | 58,980 | 28,912 |
Subscription and services | 158,723 | 116,113 | 18,853 |
Total cost of revenue | 233,204 | 175,093 | 47,765 |
Total gross profit | 389,763 | 250,569 | 113,787 |
Operating expenses: | |||
Research and development | 279,467 | 203,187 | 66,036 |
Sales and marketing | 476,166 | 401,151 | 167,466 |
General and administrative | 141,790 | 121,099 | 52,503 |
Restructuring charges | 0 | 4,327 | 0 |
Total operating expenses | 897,423 | 729,764 | 286,005 |
Operating loss | (507,660) | (479,195) | (172,218) |
Interest income | 2,935 | 713 | 68 |
Interest expense | (27,116) | (26) | (525) |
Other expense, net | (3,284) | (1,936) | (7,257) |
Loss before income taxes | (535,125) | (480,444) | (179,932) |
Provision for (benefit from) income taxes | 4,090 | (36,654) | (59,297) |
Net loss attributable to common stockholders | $ (539,215) | $ (443,790) | $ (120,635) |
Net loss per share attributable to common stockholders, basic and diluted | $ (3.50) | $ (3.12) | $ (2.66) |
Weighted average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 154,120 | 142,176 | 45,271 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (539,215) | $ (443,790) | $ (120,635) |
Change in net unrealized loss on available-for-sale investments, net of tax | (1,784) | (441) | 0 |
Comprehensive loss | $ (540,999) | $ (444,231) | $ (120,635) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Secure DNA | Mandiant, Inc. | nPulse Technologies | Additional Paid-In Capital | Additional Paid-In CapitalSecure DNA | Additional Paid-In CapitalMandiant, Inc. | Additional Paid-In CapitalnPulse Technologies | Notes Receivable from Stockholders | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Stock | Convertible Preferred Stock | Common Stock | Common StockSecure DNA | Common StockMandiant, Inc. | Common StocknPulse Technologies |
Beginning balance, value at Dec. 31, 2012 | $ 5,390 | $ 109,252 | $ (1,003) | $ 0 | $ (102,867) | $ 6 | $ 2 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2012 | 64,115 | 22,435 | |||||||||||||||
Issuance of common stock | 320,979 | 320,977 | $ 2 | ||||||||||||||
Issuance of common stock (in shares) | 17,450 | ||||||||||||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering | 0 | (1) | $ (6) | $ 7 | |||||||||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering (in shares) | (64,590) | 74,222 | |||||||||||||||
Conversion of preferred stock warrant to common stock warrant in connection with initial public offering | 10,067 | 10,067 | |||||||||||||||
Issuance of common stock for equity awards, net of repurchases | 2,394 | 2,393 | $ 1 | ||||||||||||||
Issuance of common stock for equity awards, net of repurchases (in shares) | 6,680 | ||||||||||||||||
Issuance of common stock related to acquisitions | 791,917 | $ 800 | $ 791,117 | $ 800 | $ 791,115 | $ 2 | |||||||||||
Issuance of common stock related to acquisitions (in shares) | 50 | 16,921 | |||||||||||||||
Payment of note receivable from stockholder, net of early exercises | 1,831 | 828 | 1,003 | ||||||||||||||
Net proceeds from issuance of Series F convertible preferred stock | 4,994 | 4,994 | |||||||||||||||
Net proceeds from issuance of Series F convertible preferred stock (in shares) | 475 | ||||||||||||||||
Vesting of early exercise of equity awards | 2,307 | 2,307 | |||||||||||||||
Stock-based compensation | 28,858 | 28,858 | |||||||||||||||
Net loss | (120,635) | (120,635) | |||||||||||||||
Ending balance, value at Dec. 31, 2013 | 1,048,102 | 1,271,590 | 0 | 0 | (223,502) | $ 0 | $ 14 | ||||||||||
Ending balance (in shares) at Dec. 31, 2013 | 0 | 137,758 | |||||||||||||||
Issuance of common stock | 444,295 | 444,295 | |||||||||||||||
Issuance of common stock (in shares) | 5,582 | ||||||||||||||||
Issuance of common stock for equity awards, net of repurchases | 20,659 | 20,658 | $ 1 | ||||||||||||||
Issuance of common stock for equity awards, net of repurchases (in shares) | 8,030 | ||||||||||||||||
Issuance of common stock related to acquisitions | 1,398 | $ 1,398 | $ 1,398 | ||||||||||||||
Issuance of common stock related to acquisitions (in shares) | 296 | ||||||||||||||||
Issuance of common stock related to employee stock purchase plan | 21,228 | 21,228 | |||||||||||||||
Issuance of common stock related to employee stock purchase plan (in shares) | 1,194 | ||||||||||||||||
Assumption of vested options related acquisition | $ 3,135 | $ 3,135 | |||||||||||||||
Vesting of early exercise of equity awards | 4,390 | 4,390 | |||||||||||||||
Stock-based compensation | 151,852 | 151,852 | |||||||||||||||
Unrealized loss on investments | (441) | (441) | |||||||||||||||
Net loss | (443,790) | (443,790) | |||||||||||||||
Ending balance, value at Dec. 31, 2014 | 1,250,828 | 1,918,546 | 0 | (441) | (667,292) | $ 0 | $ 15 | ||||||||||
Ending balance (in shares) at Dec. 31, 2014 | 0 | 152,860 | |||||||||||||||
Issuance of common stock for equity awards, net of repurchases | 27,063 | 27,062 | $ 1 | ||||||||||||||
Issuance of common stock for equity awards, net of repurchases (in shares) | 7,786 | ||||||||||||||||
Issuance of common stock related to acquisitions | 0 | $ 210,401 | $ 210,401 | ||||||||||||||
Issuance of common stock related to employee stock purchase plan | 21,880 | 21,880 | |||||||||||||||
Excess tax benefit on vesting of awards and options exercised | 809 | 809 | |||||||||||||||
Issuance of common stock related to employee stock purchase plan (in shares) | 997 | ||||||||||||||||
Prepaid forward stock purchase | (150,000) | $ (150,000) | |||||||||||||||
Vesting of early exercise of equity awards | 2,271 | 2,271 | |||||||||||||||
Stock-based compensation | 222,119 | 222,119 | |||||||||||||||
Unrealized loss on investments | (1,784) | (1,784) | |||||||||||||||
Net loss | (539,215) | (539,215) | |||||||||||||||
Ending balance, value at Dec. 31, 2015 | $ 1,044,372 | $ 2,403,088 | $ 0 | $ (2,225) | $ (1,206,507) | $ (150,000) | $ 0 | $ 16 | |||||||||
Ending balance (in shares) at Dec. 31, 2015 | 0 | 161,643 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (539,215) | $ (443,790) | $ (120,635) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 111,956 | 94,136 | 20,758 |
Stock-based compensation | 222,119 | 151,852 | 28,858 |
Non-cash interest expense related to convertible senior notes | 20,069 | 0 | 0 |
Deferred income taxes | (1,353) | (39,869) | (61,028) |
Other | 4,672 | 2,261 | 6,648 |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | |||
Accounts receivable | 19,126 | (97,165) | (35,145) |
Inventories | (7,820) | (2,024) | (3,089) |
Prepaid expenses and other assets | (675) | 1,450 | (17,219) |
Accounts payable | 7,705 | (3,193) | 11,504 |
Accrued liabilities | 7,495 | 11,403 | (18,488) |
Accrued compensation | 14,742 | 23,658 | 19,381 |
Deferred revenue | 174,455 | 164,728 | 95,010 |
Other long-term liabilities | 3,739 | 5,283 | 3,683 |
Net cash provided by (used in) operating activities | 37,015 | (131,270) | (69,762) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of business, net of cash acquired | 0 | (55,058) | (89,240) |
Purchase of property and equipment and demonstration units | (54,549) | (67,715) | (57,560) |
Purchase of short-term investments | (769,097) | (390,360) | 0 |
Maturity of short-term investments | 245,116 | 99,541 | 0 |
Sale of short-term investments | 4,807 | 31,577 | 0 |
Payments to Acquire Equity Method Investments | 1,800 | 0 | 0 |
Lease deposits | (1,226) | (496) | (1,669) |
Net cash used in investing activities | (576,749) | (382,511) | (148,469) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from initial public offering | 0 | 0 | 321,389 |
Net proceeds from follow-on public offering | 0 | 444,338 | 0 |
Net proceeds from issuance of convertible senior notes | 896,530 | 0 | 0 |
Prepaid forward stock purchase | (150,000) | 0 | 0 |
Borrowing from line of credit | 0 | 0 | 10,000 |
Repayment of line of credit | 0 | 0 | (20,000) |
Repayment of term loan | 0 | 0 | (2,150) |
Net proceeds from issuance of convertible preferred stock | 0 | 0 | 9,988 |
Taxes for net settlement of equity awards | 2,027 | 2,058 | 0 |
Proceeds from employee stock purchase plan | 21,880 | 21,228 | 0 |
Proceeds from exercise of equity awards | 29,090 | 22,718 | 5,428 |
Repayment of notes receivable from stockholders | 0 | 0 | 7,294 |
Net cash provided by financing activities | 795,473 | 486,226 | 331,949 |
Net change in cash and cash equivalents | 255,739 | (27,555) | 113,718 |
Cash and cash equivalents, beginning of year | 146,363 | 173,918 | 60,200 |
Cash and cash equivalents, end of year | 402,102 | 146,363 | 173,918 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for income taxes | 2,686 | 2,489 | 474 |
Cash paid for interest | 6,004 | 27 | 578 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Deferred initial public offering costs in accounts payable and accrued liabilities | 0 | 43 | 412 |
Common stock issued in connection with acquisitions | 0 | 1,398 | 791,917 |
Conversion of preferred stock warrants to common stock warrants | 0 | 0 | 10,067 |
Purchases of property and equipment and demonstration units in accounts payable | $ 8,604 | $ 6,716 | $ 6,435 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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 of $24.4 million , 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. On December 30, 2013, we acquired privately held Mandiant Corporation (“Mandiant”), a leading provider of advanced endpoint security products and security incident response management solutions. The operations of Mandiant's business were integrated with our own and Mandiant's financial results were included in our consolidated financial statements as of the acquisition date. In March 2014, we completed our follow-on public offering in which we issued and sold 5,582,215 shares of common stock at a price of $82.00 per share. We received aggregate proceeds of $446.5 million from the sale of shares of common stock, net of underwriters’ discounts and commissions of $11.2 million , but before deducting offering expenses of approximately $2.2 million . Another 8,417,785 shares were sold by certain selling stockholders, which included 796,846 shares sold pursuant to the exercise of vested outstanding options by our employees. We did not receive any of the proceeds from the sales of shares by the selling stockholders. In June 2015, we issued $460.0 million principal amount of 1.000% Convertible Senior Notes due 2035 (the "Series A Notes") and $460.0 million principal amount of 1.625% Convertible Senior Notes due 2035 (the "Series B Notes" and together with the Series A Notes, the "Convertible Senior Notes"), in a private placement to qualified institutional purchasers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). We recognized total net proceeds after the initial purchasers' discount and issuance costs of $896.5 million . In connection with the issuance of the Convertible Senior Notes, we also entered into privately negotiated prepaid forward stock purchase transactions (each a “Prepaid Forward”) with one of the initial purchasers of the Convertible Senior Notes, pursuant to which we paid approximately $150.0 million . The amount prepaid is equivalent to approximately 3.3 million shares which are to be settled on or around June 1, 2020 and June 1, 2022, respectively, subject to any early settlement in whole or part of each Prepaid Forward. We sell the majority of our products, subscriptions and services to end-customers through distributors, resellers, and strategic partners, with a lesser percentage of sales directly to end-customers. Basis of Presentation and Consolidation The 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 with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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, subscriptions and services, commissions expense, bonus expense, future taxable income, contract manufacturer liabilities, litigation and settlement costs and other loss contingencies, fair value of equity awards, achievement of targets for performance stock units, fair value of the liability and equity components of Convertible Senior Notes 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 and cash equivalents, short-term investments, 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 these financial institutions 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 short-term investments primarily consist of notes and bonds issued by corporate institutions and U.S. Government agencies. All of our investments are highly-rated by credit rating agencies and are issued by organizations with reputable credit, and therefore bear minimal credit risk. Our accounts receivables are primarily derived from a diverse set of customers across 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. See Note 16 for information on major customers. 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, 2015 , 2014 and 2013 . Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. We determine the appropriate classification of our investments at the time of purchase, and evaluate such designation at each balance sheet date. Short-term Investments We classify our investments in debt and equity securities as available-for-sale and record these investments at fair value. Investments with an original maturity of three months or less at the date of purchase are considered cash equivalents, while all other investments are classified as short-term or long-term based on the nature of the investments, their maturities, and their availability for use in current operations. Unrealized gains and losses are reported as a component of other comprehensive loss. Realized gains and losses are determined based on the specific identification method, and are reflected in our Consolidated Statements of Operations. We regularly review our investment portfolio to identify and evaluate investments that have indicators of possible impairment. Factors considered in determining whether a loss is other-than-temporary include, but are not limited to: the length of time and extent a security’s fair value has been below its cost, the financial condition and near-term prospects of the investee, the credit quality of the security’s issuer, likelihood of recovery and our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in value. For our debt instruments, we also evaluate whether we have the intent to sell the security or it is more likely than not that we will be required to sell the security before recovery of its cost basis. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, the duration and extent to which the fair value is less than cost, and whether we have plans to sell the security, or it is more likely than not that we will be required to sell the security, before recovery. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new cost basis in the investment is established. 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. 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 are stated at the 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, 2015 and 2014 , 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 included in prepaid expenses and other current assets on the consolidated balance sheets. The remaining balance is classified as non-current, and included in deposits and other long-term assets. 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 expenses 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, 2015 we have not written down any of our long-lived assets as a result of impairment. Business Combinations We have accounted for all of our acquisitions using the acquisition method as required under the provisions of FASB ASC 805, Business Combinations. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired, based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain identifiable assets include, but are not limited to, expected long-term market growth, future expected operating expenses, costs of capital, and appropriate discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Goodwill and Purchased Intangibles 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, 2015 , 2014 or 2013 . Purchased intangible assets with finite lives are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets. Purchased intangible assets with indefinite lives are assessed for potential impairment annually or when events or circumstances indicate that their carrying amounts might be impaired. 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 and for which the Company has the right to bill, 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. Revenue Recognition We generate revenue from the sales of products, subscriptions, support and maintenance, and professional 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 product revenue in accordance with Accounting Standards Codification 605, Revenue Recognition, and all related interpretations, as all of our security appliance deliverables include proprietary operating system software, which together delivers the essential functionality of our products. Our professional services consist primarily of time and materials based contracts, and the revenue is recognized as costs are incurred at amounts represented by the agreed-upon billing amounts. Revenue from fixed-price professional services engagements are recognized under the proportional performance method of accounting. 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 principal security product families that address critical vectors of attack, including Web, email, endpoint, file and mobile. Our Network Threat Prevention, Endpoint Threat Prevention, File Content Security, Forensic Analysis System and Central Management System appliance and subscription services qualify as separate units of accounting. Therefore, Network Threat Prevention, Endpoint Threat Prevention, File Content Security, Forensic Analysis System and Central Management System appliance product revenue is recognized at the time of shipment. Historically, our Email Threat Prevention appliance could not function without the use of our Email Threat Prevention Attachment/URL Engine, which analyzes email attachments and URLs embedded in emails for next-generation threats. As such, our Email Threat Prevention and related services previously did not have stand-alone value and did not qualify as separate units of accounting. Therefore, Email Threat Prevention product revenue had historically been recognized ratably over the longer of the contractual term of the subscription services or the estimated period the customer was expected to benefit from the product, provided that all other revenue recognition criteria had been met. Beginning in June 2014, we started shipping all Email Threat Prevention appliances with software that allows customers to benefit from the product without the associated subscription services. Consistent with our Network and Endpoint Threat Prevention and File Content Security products, revenue therefore is recognized at the time of shipment. 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. Professional services revenue, including incident response and related consulting services for our customers who have experienced a cybersecurity breach or who require assistance assessing the vulnerability of their networks, and training services revenue is recognized as the services are rendered. 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 $5.1 million , $2.3 million and $0.8 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. Software Development Costs The costs to develop internal-use software are subject to capitalization and begin amortizing once the software is substantially ready for use. During the year ended December 31, 2015 , we capitalized $4.3 million of software development costs related to our cloud subscriptions. Software development costs incurred during the years ended December 31, 2014 and 2013 were not material for capitalization. These costs are included in property and equipment and are amortized over 3 years . Amortization expense related to capitalized software development costs was $0.8 million during the year ended December 31, 2015 . All other 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 fair value of restricted stock awards and restricted stock units is based on the closing market price of our common stock on the date of grant. The stock-based compensation expense, net of forfeitures, is recognized using a straight-line basis over the requisite service period of the entire awards, which is generally four years, unless the awards are subject to performance conditions, in which case the Company recognizes compensation expense over the requisite service period of each vesting tranche. For performance-based awards, the Company recognizes compensation expense when it becomes probable that the performance criteria set by the Board of Directors will be achieved. We estimate a forfeiture rate to calculate the stock-based compensation for our awards based on an analysis of our actual historical forfeitures. If there is a difference between the forfeiture assumptions used in determining stock-based compensation costs and the actual forfeitures which become known over time, we may change the forfeiture rate. We account for stock options issued to non-employees based on the fair value of the awards determined using the Black-Scholes option-pricing model. The fair value of stock options granted to non-employees 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 carry forwards. 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 comm |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The accounting guidance for fair value measurements provides a framework for measuring fair value on either a recurring or nonrecurring basis, whereby the inputs used in our valuation techniques are assigned a hierarchical level. The following are the three levels of inputs to measure fair value: • Level 1 : Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 : Inputs that reflect quoted prices for identical assets or liabilities in less active markets; quoted prices for similar assets or liabilities in active markets; benchmark yields, reported trades, broker/dealer quotes, inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 : Unobservable inputs that reflect our own assumptions incorporated in valuation techniques used to measure fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our own or the counterparty’s non-performance risk is considered in measuring the fair values of assets. The following table presents our financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories (in thousands): As of December 31, 2015 As of December 31, 2014 Description Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 210,533 $ — $ — $ 210,533 $ 13,069 $ — $ — $ 13,069 U.S. Government agencies — — — — — 12,950 — 12,950 Total cash equivalents $ 210,533 $ — $ — $ 210,533 $ 13,069 $ 12,950 $ — $ 26,019 Short-term investments: Certificates of deposit — 19,124 — 19,124 — 4,994 — 4,994 Corporate notes and bonds — 447,267 — 447,267 — 142,984 — 142,984 U.S. Government agencies — 301,384 — 301,384 — 107,867 — 107,867 Total short-term investments $ — $ 767,775 $ — $ 767,775 $ — $ 255,845 $ — $ 255,845 Total assets measured at fair value $ 210,533 $ 767,775 $ — $ 978,308 $ 13,069 $ 268,795 $ — $ 281,864 The estimated fair value of the Convertible Senior Notes as of December 31, 2015 was determined to be $766.5 million , based on quoted market prices. We consider the fair value of the Convertible Senior Notes to be a Level 2 measurement as they are not actively traded. The estimated fair value of our equity method investment as of December 31, 2015 was determined to be $1.8 million . We consider the fair value of our equity method investment to be a Level 3 measurement based on the use of unobservable inputs. |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments | Investments Our investments in debt and equity securities classified as available-for-sale consisted of the following (in thousands): As of December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Certificates of deposit $ 19,160 — $ (36 ) $ 19,124 $ — $ 19,124 Corporate notes and bonds 448,688 — (1,421 ) 447,267 — 447,267 U.S. Government agencies 302,152 2 (770 ) 301,384 — 301,384 Total $ 770,000 $ 2 $ (2,227 ) $ 767,775 $ — $ 767,775 As of December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Certificates of deposit $ 5,000 — $ (6 ) $ 4,994 $ — $ 4,994 Corporate notes and bonds 143,215 4 (235 ) 142,984 — 142,984 U.S. Government agencies 121,021 1 (205 ) 120,817 12,950 107,867 Total $ 269,236 $ 5 $ (446 ) $ 268,795 $ 12,950 $ 255,845 The following tables present the gross unrealized losses and related fair values of the above investments that have been in a continuous unrealized loss position (in thousands): As of December 31, 2015 Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Certificates of deposit $ 18,404 $ (36 ) $ — $ — $ 18,404 $ (36 ) Corporate notes and bonds 430,466 (1,407 ) 16,801 (15 ) 447,267 (1,422 ) U.S. Government agencies 266,541 (761 ) 8,992 (8 ) 275,533 (769 ) Total $ 715,411 $ (2,204 ) $ 25,793 $ (23 ) $ 741,204 $ (2,227 ) As of December 31, 2014 Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Certificates of deposit $ 3,793 $ (6 ) $ — $ — $ 3,793 $ (6 ) Corporate notes and bonds 130,920 (235 ) — — 130,920 (235 ) U.S. Government agencies 109,868 (205 ) — — 109,868 (205 ) Total $ 244,581 $ (446 ) $ — $ — $ 244,581 $ (446 ) Unrealized losses related to these investments are due to interest rate fluctuations as opposed to credit quality. In addition, we do not intend to sell, and it is not more likely than not that we would be required to sell, these investments before recovery of their cost basis. As a result, there is no other-than-temporary impairment for these investments as of December 31, 2015 and December 31, 2014 . The following table summarizes the contractual maturities of these investments at December 31, 2015 (in thousands): Amortized Cost Fair Value Due within one year $ 384,370 $ 383,858 Due within one to two years 385,630 383,917 Total $ 770,000 $ 767,775 All available-for-sale securities have been classified as current, based on management's intent and ability to use the funds in current operations. During 2015, we invested in a privately held company, obtaining an initial 12.5% ownership interest. This investment is accounted for under the equity method based on our ability to exercise significant influence over operating and financial policies of the investee, and is classified within deposits and other long-term assets on our consolidated balance sheets. The carrying value of this investment was $1.8 million as of December 31, 2015 . |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 Computer equipment and software $ 120,886 $ 85,171 Leasehold improvements 41,626 34,522 Furniture and fixtures 13,470 12,022 Machinery and equipment 447 447 Total property and equipment 176,429 132,162 Less: accumulated depreciation and amortization (98,061 ) (49,864 ) Total property and equipment, net $ 78,368 $ 82,298 Depreciation and amortization expense related to property and equipment and demonstration units during the years ended December 31, 2015 , 2014 and 2013 was $61.2 million , $46.8 million and $19.2 million , respectively. During the year ended December 31, 2015 , we recognized $1.1 million in accelerated depreciation expense associated with changes in the estimated useful life of certain assets to be replaced in the first quarter of 2016. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Acquisitions in 2014 On May 9, 2014, we acquired all outstanding shares of privately held nPulse Technologies, Inc. (“nPulse”), a performance leader in network forensics based in Charlottesville, Virginia. The acquisition of nPulse strengthens our position as a leader in advanced threat detection and incident response management solutions. The total purchase consideration of $56.6 million consisted of $55.2 million in cash, $0.1 million of equity awards assumed, and 54,319 shares of our common stock, with a fair value of $1.3 million which will vest upon the achievement of milestones. The number of shares was fixed at the completion of the acquisition, and is the maximum number of shares that can vest over a period of approximately three and half years from the acquisition date. The acquisition of nPulse was accounted for in accordance with the acquisition method of accounting for business combinations with FireEye as the accounting acquirer. We expensed the related acquisition costs of $0.5 million in general and administrative expenses. Under the acquisition method of accounting, the total purchase consideration is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price was finalized during 2015. Total allocation of the purchase price is as follows (in thousands): Amount Net tangible liabilities assumed $ (1,833 ) Intangible assets 24,700 Deferred tax asset 442 Deferred tax liability (8,368 ) Goodwill 41,671 Total purchase price allocation $ 56,612 None of the goodwill is deductible for U.S. federal income tax purposes. Intangible assets consist primarily of developed technology, customer relationships and in-process research and development. Developed technology intangible includes a combination of patented and unpatented technology, trade secrets, computer software and research processes that represent the foundation for the existing and planned new products and services. Customer relationships intangible relates to nPulse’s ability to sell existing, in-process and future products and services to its existing and potential customers. The in-process research and development intangible represents the estimated fair value of acquired research projects which have not reached technological feasibility at acquisition date, but have since been developed into products and services. The estimated useful life and fair values of the identifiable intangible assets are as follows (in thousands): Estimated Useful Life (in years) Amount Developed technology 6 $ 10,100 Customer relationships 8 8,000 In-process research and development N/A 6,600 Total $ 24,700 The results of operations of nPulse have been included in our consolidated statements of operations from the acquisition date. Pro forma results of operations have not been presented because the acquisition was not material to our results of operations. 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 fair value of vested equity awards assumed and cash payment, resulted in a purchase price of $900.8 million for accounting purposes. The total purchase consideration is as follows (in thousands): Amount Cash $ 106,538 Fair value of common stock 704,414 Fair value of equity awards assumed 89,838 Total purchase consideration $ 900,790 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 acquisition method of accounting, the total purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The total purchase price allocation was finalized in calendar year 2014. Total allocation of the purchase price is as follows (in thousands): Amount Net tangible assets $ 10,797 Intangible assets 276,200 Deferred tax liability (91,111 ) Goodwill 704,904 Total purchase price allocation $ 900,790 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 determined using a Black-Scholes-Merton option-pricing model. The fair values of unvested equity awards of $119.5 million is being 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 $89.8 million were included in total purchase price as they relate to pre-combination services. None of the goodwill recorded as part of the Mandiant acquisition is 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 useful life and fair values of the identifiable intangible assets are as follows (in thousands): Useful Life (in years) Amount Developed technology 4 - 6 $ 54,600 Customer relationships 8 65,400 In-process research and development N/A 1,400 Content 10 128,600 Contract backlog 1 - 3 13,800 Trade names 4 12,400 Total $ 276,200 The results of operations of Mandiant have been included in our consolidated statements of operations from the acquisition date, though 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. Year Ended Pro forma revenue $ 266,458 Pro forma loss from operations (296,476 ) Pro forma net loss $ (246,617 ) 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 acquisition method of accounting, the total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed. The total 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 deductible for income tax purposes. The acquisition also included 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, 2015 , all milestones had been achieved resulting in the vesting of these shares. 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 acquisition was not material to our results of operations. Goodwill and Purchased Intangible Assets There were no changes in the carrying amount of goodwill for the year ended December 31, 2015 . The changes in the carrying amount of goodwill for the year ended December 31, 2014 are as follows (in thousands): Amount Balance as of December 31, 2013 $ 706,327 Goodwill acquired 41,538 Deferred tax adjustments 1,156 Other adjustments 1,267 Balance as of December 31, 2014 $ 750,288 Intangible assets consist of the following (in thousands): As of December 31, 2015 2014 Developed technology $ 78,193 $ 78,193 Content 128,600 128,600 Customer relationships 75,300 75,300 Contract backlog 13,000 13,000 Trade names 12,400 12,400 Total intangible assets subject to amortization 307,493 307,493 Less: accumulated amortization (92,933 ) (45,868 ) Net intangible assets subject to amortization $ 214,560 $ 261,625 The developed technology, content and contract backlog is being 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 is being 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. As of December 31, 2015 , all in-process research and development obtained in our acquisitions of Mandiant and nPulse was completed. Amortization expense of intangible assets for the years ended December 31, 2015 , 2014 and 2013 was $47.1 million , $45.2 million and $1.5 million , respectively. The expected annual amortization expense of intangible assets as of December 31, 2015 is presented below (in thousands): Years Ending December 31, Amount 2016 $ 46,448 2017 40,503 2018 29,346 2019 27,574 2020 22,635 2021 and thereafter 48,054 Total $ 214,560 |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges We initiated a series of business restructuring plans beginning in August 2014 to reduce our cost structure and improve efficiency, resulting in workforce reductions and the consolidation of certain real estate facilities. These activities were substantially complete as of December 31, 2014. The following table sets forth a summary of restructuring activities which took place during the years ended December 31, 2015 and 2014 (in thousands): Severance and related costs Facilities Total Balance, December 31, 2013 $ — $ — $ — Provision for restructuring charges 1,583 1,124 2,707 Cash payments and other adjustments (1,583 ) (359 ) (1,942 ) Balance, December 31, 2014 $ — $ 765 $ 765 Provision for restructuring charges — — — Cash payments and other adjustments — (548 ) (548 ) Balance, December 31, 2015 $ — $ 217 $ 217 The provision for restructuring charges shown above for the year ended December 31, 2014 excludes $1.6 million of non-cash fixed asset write-offs. The remaining restructuring balance of $0.2 million as of December 31, 2015 relates to non-cancelable lease costs, which we expect to pay over the terms of the related obligations through the third quarter of 2017, less sublease income. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2015 | |
Revenue Recognition [Abstract] | |
Deferred Revenue | Deferred Revenue Deferred revenue consists of the following (in thousands): As of December 31, 2015 2014 Product, current $ 8,200 $ 10,718 Subscription and services, current 296,969 193,159 Total deferred revenue, current 305,169 203,877 Product, non-current 3,051 4,891 Subscription and services, non-current 218,778 143,775 Total deferred revenue, non-current 221,829 148,666 Total deferred revenue $ 526,998 $ 352,543 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt | In June 2015, we issued $460.0 million principal amount of Series A Notes and $460.0 million principal amount of Series B Notes, including the full exercise of the initial purchasers' over-allotment option, in a private placement to qualified institutional purchasers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The net proceeds after the initial purchasers' discount of $23.0 million and issuance costs of $0.5 million from the Convertible Senior Notes were $896.5 million . The Series A Notes and Series B Notes bear interest at 1.000% per year and 1.625% per year, respectively, payable semiannually in arrears on June 1 and December 1 of each year, beginning December 1, 2015. The Convertible Senior Notes mature on June 1, 2035, unless earlier repurchased, redeemed or converted. The Convertible Senior Notes are unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes. They rank equally in right of payment with all of our existing and future liabilities that are not expressly subordinated to the Convertible Senior Notes and effectively rank junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness. They are structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. The Convertible Senior Notes do not contain any financial covenants and do not restrict us from paying dividends or issuing or repurchasing our other securities. The initial conversion rate on each series of Convertible Senior Notes is 16.4572 shares of our common stock per $1,000 principal amount of Convertible Senior Notes, which is equivalent to an initial conversion price of approximately $60.76 per share of common stock. The conversion rate of each series of Convertible Senior Notes may be adjusted upon the occurrence of certain specified events, but not for accrued and unpaid interest. Holders may convert the Convertible Senior Notes at their option in multiples of $1,000 principal amount prior to March 1, 2035, excluding the period from March 1, 2020 to June 1, 2020 in the case of the Series A Notes and March 1, 2022 to June 1, 2022 in the case of the Series B Notes, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ended on September 30, 2015 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Convertible Senior Notes of the relevant series on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of Series A Notes or Series B Notes, as applicable, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the notes of the relevant series on each such trading day; • if we call any or all of the Convertible Senior Notes of a series for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the relevant redemption date; or • upon the occurrence of specified corporate events, as specified in each indenture governing the Convertible Senior Notes. Regardless of the foregoing conditions, holders may convert their Convertible Senior Notes at their option in multiples of $1,000 principal amount at any time during the period from March 1, 2020 to June 1, 2020 in the case of the Series A Notes and during the period from March 1, 2022 to June 1, 2022 in the case of the Series B Notes, or after March 1, 2035 until maturity for either series of Convertible Senior Notes. Upon conversion, the Convertible Senior Notes can be settled in cash, shares of our common stock or any combination thereof at our option. We may be required by holders of the Convertible Senior Notes to repurchase all or any portion of their Convertible Senior Notes at 100% of the principal amount plus accrued and unpaid interest, on each of June 1, 2020, June 1, 2025 and June 1, 2030, in the case of the Series A Notes, and each of June 1, 2022, June 1, 2025 and June 1, 2030 in the case of the Series B Notes. Holders may also require us to repurchase the Convertible Senior Notes if we undergo a "fundamental change," as defined in each indenture governing the Convertible Senior Notes, at a purchase price equal to 100% of the principal amount, plus accrued and unpaid interest. Additionally, we may redeem for cash all or any portion of the Series A Notes on or after June 1, 2020 until maturity. We may redeem for cash all or any portion of the Series B Notes on or after June 1, 2020 until June 1, 2022 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than three trading days immediately preceding the date we provide notice of redemption. We also may redeem for cash all or any portion of the Series B Notes on or after June 1, 2022 until maturity, regardless of the foregoing sale price condition. In accordance with accounting for debt with conversions and other options, we allocated the principal amount of the Convertible Senior Notes into liability and equity components. We also allocated the total amount of initial purchasers' discount and transaction costs incurred to the liability and equity components using the same proportions as the proceeds from the Convertible Senior Notes. Transaction costs of $0.4 million and $0.1 million and initial purchasers' discount of $17.6 million and $5.4 million were attributable to the liability component and equity component of the Convertible Senior Notes, respectively. As of December 31, 2015 , the liability and equity components of the Convertible Senior Notes consisted of the following (in thousands): Series A Notes Series B Notes Liability component: Principal $ 460,000 $ 460,000 Less: Convertible senior notes discounts and issuance costs, net of amortization (93,469 ) (120,333 ) Net carrying amount $ 366,531 $ 339,667 Equity component, net of issuance costs $ 92,567 $ 117,834 The unamortized discounts and issuance costs as of December 31, 2015 will be amortized over a weighted-average remaining period of approximately 6 years . Interest expense related to the Convertible Senior Notes consisted of the following for the year ended December 31, 2015 (in thousands): Series A Notes Series B Notes Coupon interest $ 2,683 $ 4,361 Amortization of convertible senior notes discounts and issuance costs 10,833 9,236 Total interest expense recognized $ 13,516 $ 13,597 Effective interest rate on the liability component 6.5 % 7.1 % Prepaid Forward Stock Purchase In connection with the issuance of the Convertible Senior Notes, we also entered into privately negotiated Prepaid Forwards with one of the initial purchasers of the Convertible Senior Notes (the "Forward Counterparty"), pursuant to which we paid approximately $150.0 million . The amount prepaid is equivalent to approximately 3.3 million shares which are to be settled on or around June 1, 2020 and June 1, 2022, respectively, subject to any early settlement, in whole or in part, of each Prepaid Forward. The Prepaid Forwards are intended to facilitate privately negotiated derivative transactions by which investors in the Convertible Senior Notes will be able to hedge their investment in the Convertible Senior Notes. In the event we pay any cash dividends on our common stock, the Forward Counterparty will pay an equivalent amount back to us. The related shares were accounted for as a repurchase of common stock, and are presented as Treasury Stock in the consolidated balance sheets. The 3.3 million shares of common stock purchased under the Prepaid Forwards are excluded from weighted-average shares outstanding for basic and diluted EPS purposes although they remain legally outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases We lease our facilities under various non-cancelable operating leases, which expire on various dates through the year ending December 31, 2024. Rent expense is recognized using the straight-line method over the term of the lease. Rent expense, net of sublease income, was $14.4 million , $10.7 million and $3.7 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The aggregate future non-cancelable minimum rental payments on our operating leases, as of December 31, 2015 , are as follows (in thousands): Years Ending December 31, Amount 2016 $ 14,513 2017 12,109 2018 7,463 2019 5,833 2020 5,650 2021 and thereafter 8,030 Total $ 53,598 Total future non-cancelable minimum rental payments have not been reduced by future minimum sublease rentals totaling $0.7 million . We are party to letters of credit totaling $1.2 million , $1.9 million and $0.9 million as of December 31, 2015 , 2014 and 2013 , respectively, issued primarily in support of operating leases at several of our facilities. These letters of credit are collateralized by a line with our bank. No amounts have been drawn against these letters of credit. Contract Manufacturer Commitments Our independent contract manufacturers procure components and assemble our products based on our forecasts. These forecasts are based on estimates of future demand for our products, which are in turn based on historical trends and an analysis from our sales and product marketing organizations, adjusted for overall market conditions. In order to reduce manufacturing lead times and plan for adequate supply, we may issue forecasts and orders for components and products that are non-cancelable. As of December 31, 2015 and 2014 , we had non-cancellable open orders of $16.9 million and $23.2 million , respectively. We are required to record a liability for firm, noncancelable and unconditional purchase commitments with contract manufacturers and suppliers for quantities in excess of our future demand forecasts. As of December 31, 2015 and 2014 , we have not accrued any significant costs for such noncancelable commitments. Purchase Obligations As of December 31, 2015 , we had approximately $35.9 million of non-cancellable firm purchase commitments primarily for purchases of software and services. Amounts which we have received delivery of the goods or services under purchase orders outstanding at December 31, 2015 , are reflected in the Consolidated Balance Sheet as accounts payable or accrued liabilities, and are excluded from the $35.9 million . Litigation We accrue for contingencies when we believe that a loss is probable and that we can reasonably estimate the amount of any such loss. We have made an assessment of the probability of incurring any such losses and whether or not those losses are estimable. On June 20, 2014, a purported stockholder class action lawsuit was filed in the Superior Court of California, County of Santa Clara, against the Company, current and former members of our Board of Directors, current and former officers, and the underwriters of our March 2014 follow-on public offering. On July 17, 2014, a substantially similar lawsuit was filed in the same court against the same defendants. The actions were consolidated and, on March 4, 2015, an amended complaint was filed, alleging violations of the federal securities laws on behalf of a purported class consisting of purchasers of the Company's common stock pursuant or traceable to the registration statement and prospectus for the follow-on public offering, and seeking unspecified compensatory damages and other relief. On April 20, 2015, defendants filed demurrers seeking that the amended complaint be dismissed. On August 11, 2015, the court overruled defendants' demurrers. On November 16, 2015, plaintiffs filed a motion seeking certification of the putative class, currently scheduled for a hearing on May 13, 2016. On January 6, 2016, the Company and the individual defendants filed a motion for judgment on the pleadings seeking that the action be dismissed for lack of subject-matter jurisdiction, currently scheduled for a hearing on April 1, 2016. The Company intends to defend the litigation vigorously. Based on information currently available, the Company has determined that the amount of any possible loss or range of possible loss is not reasonably estimable. On November 24, 2014, a purported stockholder class action lawsuit was filed in the United States District Court for the Northern District of California against the Company and certain of its officers. On June 29, 2015, plaintiffs filed a consolidated complaint alleging violations of the federal securities laws on behalf of a putative class of all persons who purchased or otherwise acquired the Company’s securities between January 2, 2014, and November 4, 2014. Plaintiffs seek, among other things, compensatory damages and attorneys’ fees and costs on behalf of the putative class. On August 21, 2015, defendants filed a motion to dismiss, which was heard on November 12, 2015. No ruling has been issued on the motion. The Company intends to defend the litigation vigorously. Based on information currently available, the Company has determined that the amount of any possible loss or range of possible loss is not reasonably estimable. On January 28, 2015, certain of the Company’s officers and directors were named as defendants in a putative derivative action filed in the Superior Court of California, County of Santa Clara. On April 21, 2015, a substantially similar lawsuit was filed in the same court against the same defendants. The Company is named as a nominal defendant in both actions. The actions were consolidated and a consolidated complaint was filed on June 15, 2015, purporting to allege claims for breach of fiduciary duty and unjust enrichment. On July 15, 2015, defendants filed demurrers to the consolidated complaint. On December 4, 2015, the court sustained defendants’ demurrers on the basis that plaintiffs had failed adequately to allege derivative standing. Plaintiffs were granted leave to amend the complaint within 90 days. Based on information currently available, the Company has determined that the amount of any possible loss or range of possible loss is not reasonably estimable. On December 15, 2015, a lawsuit was filed in the Delaware Court of Chancery by a purported stockholder against the Company, seeking production of certain books and records pursuant to Delaware law. The Company filed its answer on January 11, 2016. A trial is currently scheduled on May 3, 2016. In February 2016, a lawsuit was filed in the Superior Court of California, County of Santa Clara, by one of the plaintiffs in the aforementioned putative derivative action against the Company, seeking production of certain books and records pursuant to Delaware and California law. The Company has not yet been served. We are also subject to legal proceedings, claims and litigation, including intellectual property litigation, arising in the ordinary course of business. Such matters are subject to many uncertainties and outcomes, and are not predictable with assurance. To the extent there is a reasonable possibility that a loss exceeding amounts already recognized may be incurred, and the amount of such additional loss would be material, we will either disclose the estimated additional loss or state that such an estimate cannot be made. We do not currently believe that it is reasonably possible that additional losses in connection with litigation arising in the ordinary course of business would be material. Indemnification Under the indemnification provisions of our standard sales related contracts, we agree to defend our customers against third-party claims asserting infringement of certain intellectual property rights, which may include patents, copyrights, trademarks, or trade secrets, and to pay judgments entered on such claims. Our exposure under these indemnification provisions is generally limited to the total amount paid by our customer under the agreement. However, certain agreements include indemnification provisions that could potentially expose us to losses in excess of the amount received under the agreement. In addition, we indemnify our officers, directors, and certain key employees for actions taken while they are or were serving in good faith in such capacities. Through December 31, 2015 , there have been no claims under any indemnification provisions. |
Common Shares Reserved for Issu
Common Shares Reserved for Issuance | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common Shares Reserved for Issuance | Common Shares Reserved for Issuance Prior to its IPO, the Company had outstanding 11,164,000 shares designated as Series A convertible preferred stock, 10,985,000 shares designated as Series B convertible preferred stock, 7,049,000 designated as Series C convertible preferred stock, 26,231,000 designated as Series D convertible preferred stock, 4,412,000 designated as Series E convertible preferred stock, and 4,274,000 designated as Series F convertible preferred stock. Immediately prior to the completion of the Company’s IPO in September 2013, all shares of outstanding preferred stock automatically converted into 74,221,553 shares of common stock. After its IPO, the Company had 100,000,000 shares of preferred stock authorized, none of which were issued and outstanding as of December 31, 2015 and 2014 . Under our amended and restated certificate of incorporation, we are authorized to issue 1,000,000,000 shares of common stock with a par value of $0.0001 per share as of December 31, 2015 and 2014 . Each share of common stock outstanding is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of convertible preferred stock outstanding. As of December 31, 2015 and 2014 , we had reserved shares of common stock for issuance as follows (in thousands): As of December 31, 2015 2014 Reserved under stock award plans 38,500 38,879 Convertible Senior Notes 15,141 — ESPP 3,214 2,683 Total 56,855 41,562 |
Equity Award Plans
Equity Award Plans | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Awards | Equity Award Plans We have operated under our 2013 Equity Incentive Plan (“2013 Plan”) since our IPO in September 2013. Our 2013 Plan provides for the issuance of restricted stock and the granting of options, stock appreciation rights, performance shares, performance units and restricted stock units to our employees, officers, directors and consultants. Awards granted under the 2013 Plan vest over the periods determined by the Board of Directors or compensation committee of the Board of Directors, generally four years, and stock options granted under the 2013 Plan expire no more than ten years after the date of grant. In the case of an incentive stock option granted to an employee who at the time of grant owns stock representing more than 10% of the total combined voting power of all classes of stock, the exercise price shall be no less than 110% of the fair value per share on the date of grant, and the award shall expire five years from the date of grant. For options granted to any other employee, the per share exercise price shall be no less than 100% of the fair value per share on the date of grant. In the case of non-statutory stock options and options granted to consultants, the per share exercise price shall be no less than 100% of the fair value per share on the date of grant. Stock that is purchased prior to vesting is subject to our right of repurchase at any time following termination of the participant for so long as such stock remains unvested. As of December 31, 2015 and 2014 , approximately 7.2 million and 13.3 million shares of our common stock were reserved for future grants under the 2013 Plan. As of January 1, 2016, an additional 8,082,165 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. In August 2013, our Board of Directors adopted, and our stockholders approved, our Employee Stock Purchase Plan ("ESPP"), which became effective upon adoption. Our 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 is approximately twelve months starting on the first trading date on or after May 15 and November 15 of each year. Participants may purchase shares of common stock through payroll deductions 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. O ur ESPP provides for annual increases in the number of shares available for issuance on the first day of each fiscal year 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 December 31, 2015 and 2014 , approximately 3.2 million and 2.7 million shares of common stock were available for future issuance under our ESPP, respectively. As of January 1, 2016, an additional 1,616,433 shares of common stock became available for future issuance under our ESPP pursuant to the provisions thereof that automatically increase the share reserve under such plan each year. From time to time, we also grant restricted common stock or restricted stock awards outside of our equity incentive plans to certain employees in connection with acquisitions. Stock-Based Compensation We record stock-based compensation based on the fair value of stock options on grant date using the Black-Scholes option-pricing model. We determine the fair value of shares of common stock to be issued under the ESPP using the Black-Scholes option-pricing model. The fair value of restricted stock units and restricted stock awards equals the market value of the underlying stock on the date of grant. We granted performance-based restricted stock units and restricted stock awards to certain employees which vest upon the achievement of certain performance conditions, subject to the employees' continued service relationship with us. We assess the probability of vesting at each reporting period and adjust our compensation cost based on this probability assessment. We recognize such compensation expense on a straight-line basis over the service provider's requisite service period. 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 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 on our historical behavior combined with estimates of post-vesting holding periods. Volatility We determine the price volatility factor based on the historical volatilities of our peer group as we do 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 the fair value of our stock options granted: Year Ended December 31, 2014 2013 Fair value of common stock $27.89 - $75.87 $6.05 - $42.37 Risk-free interest rate 1.8% - 2.0% 0.6% - 2.1% Expected term (in years) 6 4 - 6 Volatility 51% - 53% 46% - 54% Dividend yield —% —% No stock options were granted during the year ended December 31, 2015 . 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, 2015 2014 2013 Fair value of common stock $19.10 - $35.16 $27.08 - $32.32 $20.00 Risk-free interest rate 0.09% - 0.50% 0.1% 0.1% Expected term (in years) 0.5 - 1.0 0.5 - 1.0 0.7 - 1.2 Volatility 38% - 42% 35% - 45% 42% - 45% Dividend yield — % — % — % Total stock-based compensation expense related to stock options, ESPP and restricted stock units and awards is included in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2015 2014 2013 Cost of product revenue $ 1,588 $ 888 $ 469 Cost of subscription and services revenue 29,435 17,037 2,341 Research and development 68,329 28,968 6,958 Sales and marketing 73,286 66,773 10,748 General and administrative 49,793 38,186 8,342 Total $ 222,431 $ 151,852 $ 28,858 As of December 31, 2015 , total compensation cost related to stock-based awards not yet recognized was $494.7 million , net of estimated forfeitures, which is expected to be amortized over the weighted-average remaining vesting period of approximately 3 years . Stock Option Activity A summary of the activity for our stock option changes during the reporting periods and a summary of information related to options vested and expected to vest and options exercisable are presented below (in thousands, except per share and contractual life amounts and years): Options Outstanding Number of Weighted- Price Weighted- Weighted- Aggregate Value Balance — December 31, 2012 17,336 $ 0.98 8.3 $ 77,250 Option granted 13,182 9.57 $ 5.71 Options exercised (6,222 ) 0.88 41,599 Options canceled (1,453 ) 3.60 Options assumed in acquisition 4,579 5.93 Balance — December 31, 2013 27,422 $ 5.82 8.3 $ 1,036,224 Option granted 676 72.60 $ 72.60 Options exercised (7,642 ) 2.97 271,236 Options canceled (1,941 ) 9.10 Options assumed in acquisition 63 20.60 Balance — December 31, 2014 18,578 $ 9.13 7.4 $ 445,636 Option granted — — $ — Options exercised (5,856 ) 4.97 211,854 Options cancelled (1,228 ) 14.57 Balance — December 31, 2015 11,494 $ 10.67 6.9 $ 149,157 Options vested and expected to vest — December 31, 2015 11,376 $ 10.60 6.8 $ 148,013 Options exercisable — December 31, 2015 7,226 $ 8.89 6.6 $ 102,036 In connection with our acquisition of Mandiant in December 2013, we assumed stock options 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 expensed ratably over the respective remaining service periods. Restricted Common Stock, Restricted Stock Awards (“RSA”) and Restricted Stock Units (“RSU”) Activity A summary of the activity for our restricted common stock, RSAs and RSUs during the reporting periods and a summary of information related to unvested restricted common stock, RSAs and RSUs and those expected to vest are presented below (in thousands, except per share data and years): Number of Shares Weighted- Weighted- Aggregate Value Unvested balance — December 31, 2012 3,009 $ 2.20 Granted 1,949 31.59 Vested (2,115 ) 3.26 Canceled/forfeited (262 ) 6.73 Granted in connection with acquisitions 1,021 37.65 Unvested balance — December 31, 2013 3,602 $ 27.20 Granted 6,734 42.12 Vested (1,482 ) 16.04 Canceled/forfeited (809 ) 40.93 Granted in connection with acquisitions 296 26.44 Unvested balance — December 31, 2014 8,341 $ 39.57 Granted 16,876 32.25 Vested (2,783 ) 35.66 Canceled/forfeited (2,380 ) 41.11 Unvested balance — December 31, 2015 20,054 $ 33.68 1.6 $ 415,912 Expected to vest — December 31, 2015 18,822 $ 33.78 1.6 390,359 During the years ended December 31, 2015 , 2014 and 2013 , we issued 5.3 million , 1.7 million , and 2.1 million shares, respectively, of restricted common stock, restricted stock awards or restricted stock units to certain employees which vest upon the achievement of certain performance conditions in addition to a continued service relationship with the Company. During the year ended December 31, 2015 , awards granted includes two cycles of annual refresh grants made to the general employee population. In connection with our acquisition of Mandiant in December 2013, we issued 797,698 shares of our restricted stock at a value of $43.69 per share. These awards had the same terms and conditions as set forth in the original restricted stock award agreements, and vested over the weighted-average remaining vesting period of approximately two years . In connection with our acquisition of nPulse in May 2014, we issued 295,681 restricted stock awards at a value of $26.44 per share. Of these awards, 54,319 were issued to former shareholders as purchase consideration, while the other 241,362 were issued into escrow for employees continuing service with the Company. The vesting of all these awards is over a period of approximately three and a half years from the acquisition date, subject to the achievement of specified performance milestones. For those issued to employees vesting is also contingent upon continued service with the Company. As such, compensation expense is being recorded over the requisite service period of three and half years. As of December 31, 2015, one milestone had been achieved, resulting in the vesting of 135,399 of these awards. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income taxes consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 United States $ (324,805 ) $ (269,426 ) $ (94,455 ) Foreign (210,320 ) (211,018 ) (85,477 ) Total $ (535,125 ) $ (480,444 ) $ (179,932 ) The provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Federal: Current $ — $ 11 $ — Deferred — (36,208 ) (56,212 ) State: Current (160 ) 255 86 Deferred — (3,263 ) (4,564 ) Foreign: Current 5,604 2,945 1,478 Deferred (1,354 ) (394 ) (85 ) Total $ 4,090 $ (36,654 ) $ (59,297 ) Reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: Year Ended December 31, 2015 2014 2013 Federal statutory rate 35.0 % 35.0 % 35.0 % Effect of: State taxes, net of federal tax benefit — 0.6 2.5 Change in valuation allowance (21.0 ) (11.2 ) 13.4 Research and development tax credit 1.1 1.2 0.8 Convertible preferred stock warrants — — (1.3 ) Stock-based compensation (1.1 ) (1.9 ) 2.9 Foreign differential (14.1 ) (15.6 ) (17.1 ) Non-deductible/non-taxable items (0.6 ) (0.2 ) — Other, net (0.1 ) (0.3 ) (3.2 ) Total (0.8 )% 7.6 % 33.0 % The components of the deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 82,201 $ 67,451 Accruals and reserves 16,841 9,549 Stock-based compensation 59,872 45,843 Fixed assets 12,122 6,906 Deferred revenue 43,411 23,095 Research and development credits 23,445 14,959 Other deferred tax assets 1,017 802 Gross deferred tax assets 238,909 168,605 Valuation allowance (81,937 ) (54,872 ) Total deferred tax assets 156,972 113,733 Deferred tax liabilities: Acquisition related intangibles (81,621 ) (112,928 ) Other deferred tax liabilities (92 ) (326 ) Convertible senior notes (73,427 ) — Total deferred tax liabilities (155,140 ) (113,254 ) Total net deferred tax assets $ 1,832 $ 479 A valuation allowance is provided when it is more likely than not that the deferred tax asset will not be realized. Our valuation allowance increased by approximately $27.1 million during the year ended December 31, 2015 , primarily as a result of additional deferred tax assets recorded during the year for stock-based compensation and net operating loss carryforwards. As of December 31, 2015 , we had federal and state net operating loss carry forwards of approximately $542.6 million and $675.2 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 2035 while state net operating loss carry forwards will expire from the years ending December 31, 2016 through 2035. We also have federal and state research and development tax credit carry forwards of approximately $16.2 million and $10.5 million , respectively. If not utilized, the federal credit carry forwards will expire in various amounts from the years ended December 31, 2024 through 2035. The state credit will carry forward indefinitely. Utilization of the net operating loss carry forwards 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, 2015 that arose directly from tax deductions related to equity compensation greater than compensation recognized for financial reporting. Equity will be increased by $116.2 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, 2015 , we had $31.9 million of unrecognized tax benefits, of which $30.0 million would affect income tax expense if recognized, before consideration of our valuation allowance. As of December 31, 2015 , 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. During the years ended December 31, 2015 , 2014 and 2013 , we recognized interest and penalties of $183,000 , $115,000 and $71,000 , respectively. As of December 31, 2015 and 2014 , our total accrual for interest and penalties was $398,000 and $215,000 , respectively. 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, 2015 2014 2013 Unrecognized tax benefits at the beginning of the period $ 21,264 $ 10,887 $ 1,172 Additions for tax positions related to the current year 10,614 10,452 8,789 Increases related to prior year tax positions 24 — 947 Decreases related to prior year tax positions — (52 ) — Decreases based on settlements with taxing authorities — — (21 ) Lapse of statute of limitations — (23 ) — Unrecognized tax benefits at the end of the period $ 31,902 $ 21,264 $ 10,887 As of December 31, 2015 , we have not made any tax provision for U.S. federal and state income taxes on approximately $12.1 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 related to these earnings is not practicable. The provision for income taxes for the year ended December 31, 2015 reflects an effective tax rate of (0.8)% . The tax expense is primarily due to foreign taxes. The benefit from income taxes for the year ended December 31, 2014 reflects an effective rate of 7.6% . The tax benefit is primarily due to the portion of the increase in U.S. deferred tax assets primarily related to current year operating losses and stock-based compensation for which no U.S. valuation allowance is required. The valuation allowance is not required to the extent that deferred tax liabilities on acquisition-related intangibles are available as a source of income for the U.S deferred tax assets. The tax benefit was also partially due to the reduction in U.S. deferred tax liabilities previously established in purchase accounting, partially offset by foreign taxes and state minimum taxes. The benefit from income taxes for the year ended December 31, 2013 reflects an effective rate of 33.0% . The tax 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 taxes and state minimum taxes. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2015 | |
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, conversion of the Convertible Senior Notes and unvested restricted common stock and stock units. As we had net losses for the years ended December 31, 2015 , 2014 and 2013 , 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, 2015 2014 2013 Numerator: Net loss $ (539,215 ) $ (443,790 ) $ (120,635 ) Denominator: Weighted average number of shares outstanding — basic and diluted 154,120 142,176 45,271 Net loss per share — basic and diluted $ (3.50 ) $ (3.12 ) $ (2.66 ) The following outstanding options, unvested shares and units, ESPP shares, warrants and shares issuable upon the conversion of our Convertible Senior Notes were excluded (as common stock equivalents) from the computation of diluted net loss per common share for the periods presented as their effect would have been anti-dilutive (in thousands): As of December 31, 2015 2014 2013 Options to purchase common stock 11,494 18,578 27,422 Unvested early exercised common shares 936 2,382 4,877 Unvested restricted stock awards and units 20,054 8,341 3,602 Convertible senior notes 15,141 — — Warrants to purchase common stock — — 312 ESPP shares 210 124 249 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
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 maintain the 401(k) Plan that provides our eligible employees with an opportunity to save for retirement on a tax-advantaged basis. In addition, until January 2015 we maintained a tax qualified plan for employees of the Mandiant subsidiary that was assumed in the Mandiant acquisition. All participants’ interests in their deferrals are 100% vested when contributed under both 401(k) plans. We are responsible for administrative costs of the 401(k) Plan and have made no matching contributions into our 401(k) Plan since inception. The Mandiant 401(k) plan had provided for a match of 100% of the first 4% of an eligible employee’s compensation contributed. Matching contributions under the Mandiant 401(k) plan were 100% vested when made. Under both 401(k) plans, pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Each 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, contributions to each 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all contributions are deductible by us when made. Our contributions to the Mandiant 401(k) plan were zero and $2.9 million for the years ended December 31, 2015 and 2014 , respectively. In January 2015, the former Mandiant 401(k) plan was merged into the 401(k) Plan. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions 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 and Major Customers Inf
Segment and Major Customers Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment and Major Customers Information | Segment and Major Customers Information We conduct business globally and are primarily managed on a geographic basis. Our chief executive officer, who is our chief operating decision maker, reviews financial information presented on a consolidated basis accompanied by information about revenue by geographic region for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results, and plans for levels, components, or types of products or services below the consolidated unit level. Accordingly, we are considered to be in a single reportable segment and operating unit structure. Revenue by geographic region based on the billing address is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Revenue: United States $ 439,206 $ 319,144 $ 116,730 EMEA 80,960 57,721 22,845 APAC 73,009 34,284 16,004 Other 29,792 14,513 5,973 Total revenue $ 622,967 $ 425,662 $ 161,552 Long lived assets by geographic region based on physical location is as follows (in thousands): As of December 31, 2015 2015 2014 Property and Equipment, net: United States $ 57,537 $ 66,807 International 20,831 15,491 Total $ 78,368 $ 82,298 For the years ended December 31, 2015 , 2014 and 2013 , one reseller represented 13% , 11% and 11% , respectively, of the Company's total revenue. For the year ended December 31, 2013 , another reseller also represented 11% of the Company's total revenue. For the year ended December 31, 2015 , one distributor represented 17% of the Company's total revenue. No distributor represented 10% or greater of the Company's total revenue for the years ended December 31, 2014 and 2013 . As of December 31, 2015 and 2014 , one distributor represented 20% and 15% , respectively, of the Company's net accounts receivable balance. As of December 31, 2015 , another distributor also represented 12% of the Company's net accounts receivable balance. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 14, 2016, we completed the acquisition of iSIGHT Security, Inc. (d/b/a iSIGHT Partners, Inc.), one of the world’s leading providers of cyber threat intelligence for global enterprises. The acquisition extends our intelligence network to create an advanced and comprehensive private cyber threat intelligence operation, providing customers with higher fidelity alerts, context to prioritize threats and the strategic insights to proactively prepare for threats that might target their industry or region. As consideration for the acquisition, we paid approximately $200 million in cash upon closing, subject to adjustment per the terms of the agreement, with an additional $75 million payable in cash and equity contingent upon the achievement of a threat intelligence bookings target on or before the end of the second quarter of 2018. We incurred approximately $7 million in acquisition-related costs, which will be recognized in general and administrative expenses in 2016. On February 1, 2016, we completed the acquisition of Invotas International Corporation, a provider of security automation and orchestration technology. This acquisition enables us to deliver a premier security orchestration capability as part of our global threat management platform to unify cyber attack detection results, threat intelligence and incident response elements of an organization’s security program into a single console, giving enterprises the ability to respond more quickly to attacks through automation. As consideration for the acquisition, we paid approximately $30 million in cash and equity, subject to adjustment per the terms of the agreement. We are currently in the process of completing the preliminary purchase price allocations for these acquisitions, which will be included in our condensed consolidated financial statements for the first quarter of 2016. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure | SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (in thousands) Allowance for doubtful accounts receivable Balance at beginning of period Charged to cost and expenses Write-offs, net of recoveries Balance at end of period Year ended December 31, 2013 $ 20 $ — $ — $ 20 Year ended December 31, 2014 20 566 — 586 Year ended December 31, 2015 $ 586 $ 1,342 $ 93 $ 2,021 |
Description of Business and S26
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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, subscriptions and services, commissions expense, bonus expense, future taxable income, contract manufacturer liabilities, litigation and settlement costs and other loss contingencies, fair value of equity awards, achievement of targets for performance stock units, fair value of the liability and equity components of Convertible Senior Notes 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 and cash equivalents, short-term investments, 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 these financial institutions 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 short-term investments primarily consist of notes and bonds issued by corporate institutions and U.S. Government agencies. All of our investments are highly-rated by credit rating agencies and are issued by organizations with reputable credit, and therefore bear minimal credit risk. Our accounts receivables are primarily derived from a diverse set of customers across 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. See Note 16 for information on major customers. 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 | 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, 2015 , 2014 and 2013 . |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. We determine the appropriate classification of our investments at the time of purchase, and evaluate such designation at each balance sheet date. |
Short-term Investments | Short-term Investments We classify our investments in debt and equity securities as available-for-sale and record these investments at fair value. Investments with an original maturity of three months or less at the date of purchase are considered cash equivalents, while all other investments are classified as short-term or long-term based on the nature of the investments, their maturities, and their availability for use in current operations. Unrealized gains and losses are reported as a component of other comprehensive loss. Realized gains and losses are determined based on the specific identification method, and are reflected in our Consolidated Statements of Operations. We regularly review our investment portfolio to identify and evaluate investments that have indicators of possible impairment. Factors considered in determining whether a loss is other-than-temporary include, but are not limited to: the length of time and extent a security’s fair value has been below its cost, the financial condition and near-term prospects of the investee, the credit quality of the security’s issuer, likelihood of recovery and our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in value. For our debt instruments, we also evaluate whether we have the intent to sell the security or it is more likely than not that we will be required to sell the security before recovery of its cost basis. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, the duration and extent to which the fair value is less than cost, and whether we have plans to sell the security, or it is more likely than not that we will be required to sell the security, before recovery. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new cost basis in the investment is established. |
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. |
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 the 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, 2015 and 2014 , the provisions for excess and obsolete inventories were not significant. |
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 included in prepaid expenses and other current assets on the consolidated balance sheets. The remaining balance is classified as non-current, and included in deposits and other long-term assets. |
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 expenses 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. Through December 31, 2015 we have not written down any of our long-lived assets as a result of impairment. |
Business Combinations | Business Combinations We have accounted for all of our acquisitions using the acquisition method as required under the provisions of FASB ASC 805, Business Combinations. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired, based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain identifiable assets include, but are not limited to, expected long-term market growth, future expected operating expenses, costs of capital, and appropriate discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. |
Goodwill and Purchased Intangibles | Goodwill and Purchased Intangibles 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, 2015 , 2014 or 2013 . Purchased intangible assets with finite lives are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets. Purchased intangible assets with indefinite lives are assessed for potential impairment annually or when events or circumstances indicate that their carrying amounts might be impaired. |
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 and for which the Company has the right to bill, 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. To date, we have not accrued any significant costs associated with this exposure. |
Revenue Recognition | Revenue Recognition We generate revenue from the sales of products, subscriptions, support and maintenance, and professional 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 product revenue in accordance with Accounting Standards Codification 605, Revenue Recognition, and all related interpretations, as all of our security appliance deliverables include proprietary operating system software, which together delivers the essential functionality of our products. Our professional services consist primarily of time and materials based contracts, and the revenue is recognized as costs are incurred at amounts represented by the agreed-upon billing amounts. Revenue from fixed-price professional services engagements are recognized under the proportional performance method of accounting. 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 principal security product families that address critical vectors of attack, including Web, email, endpoint, file and mobile. Our Network Threat Prevention, Endpoint Threat Prevention, File Content Security, Forensic Analysis System and Central Management System appliance and subscription services qualify as separate units of accounting. Therefore, Network Threat Prevention, Endpoint Threat Prevention, File Content Security, Forensic Analysis System and Central Management System appliance product revenue is recognized at the time of shipment. Historically, our Email Threat Prevention appliance could not function without the use of our Email Threat Prevention Attachment/URL Engine, which analyzes email attachments and URLs embedded in emails for next-generation threats. As such, our Email Threat Prevention and related services previously did not have stand-alone value and did not qualify as separate units of accounting. Therefore, Email Threat Prevention product revenue had historically been recognized ratably over the longer of the contractual term of the subscription services or the estimated period the customer was expected to benefit from the product, provided that all other revenue recognition criteria had been met. Beginning in June 2014, we started shipping all Email Threat Prevention appliances with software that allows customers to benefit from the product without the associated subscription services. Consistent with our Network and Endpoint Threat Prevention and File Content Security products, revenue therefore is recognized at the time of shipment. 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. Professional services revenue, including incident response and related consulting services for our customers who have experienced a cybersecurity breach or who require assistance assessing the vulnerability of their networks, and training services revenue is recognized as the services are rendered. 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 $5.1 million , $2.3 million and $0.8 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Software Development Costs | Software Development Costs The costs to develop internal-use software are subject to capitalization and begin amortizing once the software is substantially ready for use. During the year ended December 31, 2015 , we capitalized $4.3 million of software development costs related to our cloud subscriptions. Software development costs incurred during the years ended December 31, 2014 and 2013 were not material for capitalization. These costs are included in property and equipment and are amortized over 3 years . Amortization expense related to capitalized software development costs was $0.8 million during the year ended December 31, 2015 . All other 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 fair value of restricted stock awards and restricted stock units is based on the closing market price of our common stock on the date of grant. The stock-based compensation expense, net of forfeitures, is recognized using a straight-line basis over the requisite service period of the entire awards, which is generally four years, unless the awards are subject to performance conditions, in which case the Company recognizes compensation expense over the requisite service period of each vesting tranche. For performance-based awards, the Company recognizes compensation expense when it becomes probable that the performance criteria set by the Board of Directors will be achieved. We estimate a forfeiture rate to calculate the stock-based compensation for our awards based on an analysis of our actual historical forfeitures. If there is a difference between the forfeiture assumptions used in determining stock-based compensation costs and the actual forfeitures which become known over time, we may change the forfeiture rate. We account for stock options issued to non-employees based on the fair value of the awards determined using the Black-Scholes option-pricing model. The fair value of stock options granted to non-employees 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 carry forwards. 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 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 anti-dilutive. |
Convertible Senior Notes | Convertible Senior Notes We allocated the principal amount of the Convertible Senior Notes between its liability and equity components. The carrying amount of the liability component was determined by measuring the fair value of a similar debt instrument of similar credit quality and maturity that did not have the convert feature. The carrying amount of the equity component, representing the embedded conversion option, was determined by deducting the fair value of the liability component from the principal amount of the Convertible Senior Notes as a whole. The equity component was recorded to additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the Convertible Senior Notes over the carrying amount of the liability component was recorded as a debt discount, and is being amortized to interest expense using the effective interest method through the first date holders have the right to require us to repurchase all or any portion of their Convertible Senior Notes; the first put date (see Note 8). We allocate the total amount of transaction costs incurred to the liability and equity components using the same proportions as the proceeds from the Convertible Senior Notes. Transaction costs attributable to the liability component were recorded as a direct deduction from the liability component of the Convertible Senior Notes, and are being amortized to interest expense using the effective interest method through the first put date. Transaction costs attributable to the equity component were netted with the equity component of the Convertible Senior Notes in additional paid-in capital. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. This standard requires companies to present deferred tax assets and deferred tax liabilities as noncurrent on the Balance Sheet, simplifying current guidance which required separate presentation of deferred tax assets and deferred tax liabilities as current and noncurrent. The guidance is effective for us beginning in the first quarter of 2017, and may be applied prospectively or retrospectively at the Company's election. Early adoption is permitted. We elected to early adopt this standard in the fourth quarter of 2015, and have applied the guidance on a prospective basis. As such, prior period financial statements have not been retrospectively adjusted. The adoption of this standard has resulted in the reclassification of our net current deferred tax asset to a net non-current deferred tax asset on the consolidated balance sheets as of December 31, 2015 . The adoption of this standard was immaterial to our consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This standard eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Under this guidance, measurement-period adjustments will be recognized during the period in which they are determined. The guidance is effective for us beginning in the first quarter of 2016. The adoption of this standard is not expected to have a significant impact on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. This standard requires companies to present debt issuance costs on the balance sheet as a direct deduction from the related liability, consistent with the presentation of debt discounts, rather than as an asset. Amortization of such costs will continue to be reported as interest expense. The guidance is effective for us beginning in the first quarter of 2016, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. We elected to early adopt this standard in the second quarter of 2015, concurrent with the issuance of our Convertible Senior Notes. As such, the issuance costs determined attributable to the liability component of our Convertible Senior Notes have been recorded as a direct deduction from the carrying amount of the notes liability (See Note 8). The adoption of this standard has no impact on any prior period financial statements presented, as we did not previously incur any debt issuance costs. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB decided to defer the effective date by one year, and as a result, the guidance is effective for us beginning in the first quarter of 2018. Early adoption as of the original effective date would be permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. We are currently evaluating the impact the adoption will have on our consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties About an Entity’s Ability to Continue as a Going Concern. This standard provides guidance on how and when reporting entities must disclose going-concern uncertainties in their financial statements. The guidance is effective for us beginning in the first quarter of 2017. Early adoption is permitted. The adoption of this standard is not expected to have an impact on our consolidated financial statements. |
Description of Business and S27
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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, 2015 2014 Computer equipment and software $ 120,886 $ 85,171 Leasehold improvements 41,626 34,522 Furniture and fixtures 13,470 12,022 Machinery and equipment 447 447 Total property and equipment 176,429 132,162 Less: accumulated depreciation and amortization (98,061 ) (49,864 ) Total property and equipment, net $ 78,368 $ 82,298 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities | The following table presents our financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories (in thousands): As of December 31, 2015 As of December 31, 2014 Description Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 210,533 $ — $ — $ 210,533 $ 13,069 $ — $ — $ 13,069 U.S. Government agencies — — — — — 12,950 — 12,950 Total cash equivalents $ 210,533 $ — $ — $ 210,533 $ 13,069 $ 12,950 $ — $ 26,019 Short-term investments: Certificates of deposit — 19,124 — 19,124 — 4,994 — 4,994 Corporate notes and bonds — 447,267 — 447,267 — 142,984 — 142,984 U.S. Government agencies — 301,384 — 301,384 — 107,867 — 107,867 Total short-term investments $ — $ 767,775 $ — $ 767,775 $ — $ 255,845 $ — $ 255,845 Total assets measured at fair value $ 210,533 $ 767,775 $ — $ 978,308 $ 13,069 $ 268,795 $ — $ 281,864 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available-for-sale Securities | Our investments in debt and equity securities classified as available-for-sale consisted of the following (in thousands): As of December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Certificates of deposit $ 19,160 — $ (36 ) $ 19,124 $ — $ 19,124 Corporate notes and bonds 448,688 — (1,421 ) 447,267 — 447,267 U.S. Government agencies 302,152 2 (770 ) 301,384 — 301,384 Total $ 770,000 $ 2 $ (2,227 ) $ 767,775 $ — $ 767,775 As of December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Certificates of deposit $ 5,000 — $ (6 ) $ 4,994 $ — $ 4,994 Corporate notes and bonds 143,215 4 (235 ) 142,984 — 142,984 U.S. Government agencies 121,021 1 (205 ) 120,817 12,950 107,867 Total $ 269,236 $ 5 $ (446 ) $ 268,795 $ 12,950 $ 255,845 |
Summary of Unrealized Losses on Investments | The following tables present the gross unrealized losses and related fair values of the above investments that have been in a continuous unrealized loss position (in thousands): As of December 31, 2015 Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Certificates of deposit $ 18,404 $ (36 ) $ — $ — $ 18,404 $ (36 ) Corporate notes and bonds 430,466 (1,407 ) 16,801 (15 ) 447,267 (1,422 ) U.S. Government agencies 266,541 (761 ) 8,992 (8 ) 275,533 (769 ) Total $ 715,411 $ (2,204 ) $ 25,793 $ (23 ) $ 741,204 $ (2,227 ) As of December 31, 2014 Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Certificates of deposit $ 3,793 $ (6 ) $ — $ — $ 3,793 $ (6 ) Corporate notes and bonds 130,920 (235 ) — — 130,920 (235 ) U.S. Government agencies 109,868 (205 ) — — 109,868 (205 ) Total $ 244,581 $ (446 ) $ — $ — $ 244,581 $ (446 ) |
Summary of Contractual Maturities | The following table summarizes the contractual maturities of these investments at December 31, 2015 (in thousands): Amortized Cost Fair Value Due within one year $ 384,370 $ 383,858 Due within one to two years 385,630 383,917 Total $ 770,000 $ 767,775 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 Computer equipment and software $ 120,886 $ 85,171 Leasehold improvements 41,626 34,522 Furniture and fixtures 13,470 12,022 Machinery and equipment 447 447 Total property and equipment 176,429 132,162 Less: accumulated depreciation and amortization (98,061 ) (49,864 ) Total property and equipment, net $ 78,368 $ 82,298 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | Total allocation of the purchase price is as follows (in thousands): Amount Net tangible assets $ 10,797 Intangible assets 276,200 Deferred tax liability (91,111 ) Goodwill 704,904 Total purchase price allocation $ 900,790 |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the year ended December 31, 2014 are as follows (in thousands): Amount Balance as of December 31, 2013 $ 706,327 Goodwill acquired 41,538 Deferred tax adjustments 1,156 Other adjustments 1,267 Balance as of December 31, 2014 $ 750,288 |
Schedule of Intangible Assets | Intangible assets consist of the following (in thousands): As of December 31, 2015 2014 Developed technology $ 78,193 $ 78,193 Content 128,600 128,600 Customer relationships 75,300 75,300 Contract backlog 13,000 13,000 Trade names 12,400 12,400 Total intangible assets subject to amortization 307,493 307,493 Less: accumulated amortization (92,933 ) (45,868 ) Net intangible assets subject to amortization $ 214,560 $ 261,625 |
Schedule of Expected Annual Amortization Expense of Intangible Assets | The expected annual amortization expense of intangible assets as of December 31, 2015 is presented below (in thousands): Years Ending December 31, Amount 2016 $ 46,448 2017 40,503 2018 29,346 2019 27,574 2020 22,635 2021 and thereafter 48,054 Total $ 214,560 |
nPulse Technologies | |
Business Acquisition [Line Items] | |
Schedule of Purchase Consideration | Total allocation of the purchase price is as follows (in thousands): Amount Net tangible liabilities assumed $ (1,833 ) Intangible assets 24,700 Deferred tax asset 442 Deferred tax liability (8,368 ) Goodwill 41,671 Total purchase price allocation $ 56,612 |
Schedule of Useful Life and Fair Values of the Identifiable Intangible Assets | The estimated useful life and fair values of the identifiable intangible assets are as follows (in thousands): Estimated Useful Life (in years) Amount Developed technology 6 $ 10,100 Customer relationships 8 8,000 In-process research and development N/A 6,600 Total $ 24,700 |
Mandiant, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Purchase Consideration | The total purchase consideration is as follows (in thousands): Amount Cash $ 106,538 Fair value of common stock 704,414 Fair value of equity awards assumed 89,838 Total purchase consideration $ 900,790 |
Schedule of Useful Life and Fair Values of the Identifiable Intangible Assets | The useful life and fair values of the identifiable intangible assets are as follows (in thousands): Useful Life (in years) Amount Developed technology 4 - 6 $ 54,600 Customer relationships 8 65,400 In-process research and development N/A 1,400 Content 10 128,600 Contract backlog 1 - 3 13,800 Trade names 4 12,400 Total $ 276,200 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The total purchase consideration is as follows (in thousands): Amount Cash $ 106,538 Fair value of common stock 704,414 Fair value of equity awards assumed 89,838 Total purchase consideration $ 900,790 |
Schedule of Revised Pro Forma Information | Direct and incremental transaction costs are excluded from the year ended December 31, 2013 pro forma condensed combined financial information presented below. Year Ended Pro forma revenue $ 266,458 Pro forma loss from operations (296,476 ) Pro forma net loss $ (246,617 ) |
Secure DNA | |
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 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Activities | The following table sets forth a summary of restructuring activities which took place during the years ended December 31, 2015 and 2014 (in thousands): Severance and related costs Facilities Total Balance, December 31, 2013 $ — $ — $ — Provision for restructuring charges 1,583 1,124 2,707 Cash payments and other adjustments (1,583 ) (359 ) (1,942 ) Balance, December 31, 2014 $ — $ 765 $ 765 Provision for restructuring charges — — — Cash payments and other adjustments — (548 ) (548 ) Balance, December 31, 2015 $ — $ 217 $ 217 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Revenue Recognition [Abstract] | |
Schedule of Deferred Revenue | Deferred revenue consists of the following (in thousands): As of December 31, 2015 2014 Product, current $ 8,200 $ 10,718 Subscription and services, current 296,969 193,159 Total deferred revenue, current 305,169 203,877 Product, non-current 3,051 4,891 Subscription and services, non-current 218,778 143,775 Total deferred revenue, non-current 221,829 148,666 Total deferred revenue $ 526,998 $ 352,543 |
Long-term Debt Long-term Debt (
Long-term Debt Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Debt | As of December 31, 2015 , the liability and equity components of the Convertible Senior Notes consisted of the following (in thousands): Series A Notes Series B Notes Liability component: Principal $ 460,000 $ 460,000 Less: Convertible senior notes discounts and issuance costs, net of amortization (93,469 ) (120,333 ) Net carrying amount $ 366,531 $ 339,667 Equity component, net of issuance costs $ 92,567 $ 117,834 |
Interest Income and Interest Expense Disclosure | Interest expense related to the Convertible Senior Notes consisted of the following for the year ended December 31, 2015 (in thousands): Series A Notes Series B Notes Coupon interest $ 2,683 $ 4,361 Amortization of convertible senior notes discounts and issuance costs 10,833 9,236 Total interest expense recognized $ 13,516 $ 13,597 Effective interest rate on the liability component 6.5 % 7.1 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Aggregate Future Non-Cancelable Minimum Rental Payments on Operating Leases | The aggregate future non-cancelable minimum rental payments on our operating leases, as of December 31, 2015 , are as follows (in thousands): Years Ending December 31, Amount 2016 $ 14,513 2017 12,109 2018 7,463 2019 5,833 2020 5,650 2021 and thereafter 8,030 Total $ 53,598 |
Common Shares Reserved for Is36
Common Shares Reserved for Issuance (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common stock for Issuance | As of December 31, 2015 and 2014 , we had reserved shares of common stock for issuance as follows (in thousands): As of December 31, 2015 2014 Reserved under stock award plans 38,500 38,879 Convertible Senior Notes 15,141 — ESPP 3,214 2,683 Total 56,855 41,562 |
Equity Award Plans (Tables)
Equity Award Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Assumptions used in the Black-Scholes Option-Pricing Model to Determine Fair Value of Stock Options | The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine the fair value of our stock options granted: Year Ended December 31, 2014 2013 Fair value of common stock $27.89 - $75.87 $6.05 - $42.37 Risk-free interest rate 1.8% - 2.0% 0.6% - 2.1% Expected term (in years) 6 4 - 6 Volatility 51% - 53% 46% - 54% Dividend yield —% —% |
Summary of Assumptions used in the Black-Scholes Option-Pricing Model to Determine Fair Value of Common Shares to be Issued under the 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, 2015 2014 2013 Fair value of common stock $19.10 - $35.16 $27.08 - $32.32 $20.00 Risk-free interest rate 0.09% - 0.50% 0.1% 0.1% Expected term (in years) 0.5 - 1.0 0.5 - 1.0 0.7 - 1.2 Volatility 38% - 42% 35% - 45% 42% - 45% Dividend yield — % — % — % |
Schedule of Stock-based Compensation Expense Related to Stock Options, ESPP and restricted Stock Units and Awards | Total stock-based compensation expense related to stock options, ESPP and restricted stock units and awards is included in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2015 2014 2013 Cost of product revenue $ 1,588 $ 888 $ 469 Cost of subscription and services revenue 29,435 17,037 2,341 Research and development 68,329 28,968 6,958 Sales and marketing 73,286 66,773 10,748 General and administrative 49,793 38,186 8,342 Total $ 222,431 $ 151,852 $ 28,858 |
Summary of Activity for Stock Option Changes and Information Related to Options Vested and Expected to Vest and Options Exercisable | A summary of the activity for our stock option changes during the reporting periods and a summary of information related to options vested and expected to vest and options exercisable are presented below (in thousands, except per share and contractual life amounts and years): Options Outstanding Number of Weighted- Price Weighted- Weighted- Aggregate Value Balance — December 31, 2012 17,336 $ 0.98 8.3 $ 77,250 Option granted 13,182 9.57 $ 5.71 Options exercised (6,222 ) 0.88 41,599 Options canceled (1,453 ) 3.60 Options assumed in acquisition 4,579 5.93 Balance — December 31, 2013 27,422 $ 5.82 8.3 $ 1,036,224 Option granted 676 72.60 $ 72.60 Options exercised (7,642 ) 2.97 271,236 Options canceled (1,941 ) 9.10 Options assumed in acquisition 63 20.60 Balance — December 31, 2014 18,578 $ 9.13 7.4 $ 445,636 Option granted — — $ — Options exercised (5,856 ) 4.97 211,854 Options cancelled (1,228 ) 14.57 Balance — December 31, 2015 11,494 $ 10.67 6.9 $ 149,157 Options vested and expected to vest — December 31, 2015 11,376 $ 10.60 6.8 $ 148,013 Options exercisable — December 31, 2015 7,226 $ 8.89 6.6 $ 102,036 |
Summary of Activity of Restricted Common Stock, RSAs and RSUs and Information Related to Unvested Restricted Stock, RSAs and RSUs and those Expected to Vest | A summary of the activity for our restricted common stock, RSAs and RSUs during the reporting periods and a summary of information related to unvested restricted common stock, RSAs and RSUs and those expected to vest are presented below (in thousands, except per share data and years): Number of Shares Weighted- Weighted- Aggregate Value Unvested balance — December 31, 2012 3,009 $ 2.20 Granted 1,949 31.59 Vested (2,115 ) 3.26 Canceled/forfeited (262 ) 6.73 Granted in connection with acquisitions 1,021 37.65 Unvested balance — December 31, 2013 3,602 $ 27.20 Granted 6,734 42.12 Vested (1,482 ) 16.04 Canceled/forfeited (809 ) 40.93 Granted in connection with acquisitions 296 26.44 Unvested balance — December 31, 2014 8,341 $ 39.57 Granted 16,876 32.25 Vested (2,783 ) 35.66 Canceled/forfeited (2,380 ) 41.11 Unvested balance — December 31, 2015 20,054 $ 33.68 1.6 $ 415,912 Expected to vest — December 31, 2015 18,822 $ 33.78 1.6 390,359 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Benefit from Income Taxes | Loss before income taxes consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 United States $ (324,805 ) $ (269,426 ) $ (94,455 ) Foreign (210,320 ) (211,018 ) (85,477 ) Total $ (535,125 ) $ (480,444 ) $ (179,932 ) |
Schedule of Benefit from Income Taxes | The provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Federal: Current $ — $ 11 $ — Deferred — (36,208 ) (56,212 ) State: Current (160 ) 255 86 Deferred — (3,263 ) (4,564 ) Foreign: Current 5,604 2,945 1,478 Deferred (1,354 ) (394 ) (85 ) Total $ 4,090 $ (36,654 ) $ (59,297 ) |
Schedule of Reconciliation of the Federal Statutory Income Tax Rate to the Effective Tax Rate | Reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: Year Ended December 31, 2015 2014 2013 Federal statutory rate 35.0 % 35.0 % 35.0 % Effect of: State taxes, net of federal tax benefit — 0.6 2.5 Change in valuation allowance (21.0 ) (11.2 ) 13.4 Research and development tax credit 1.1 1.2 0.8 Convertible preferred stock warrants — — (1.3 ) Stock-based compensation (1.1 ) (1.9 ) 2.9 Foreign differential (14.1 ) (15.6 ) (17.1 ) Non-deductible/non-taxable items (0.6 ) (0.2 ) — Other, net (0.1 ) (0.3 ) (3.2 ) Total (0.8 )% 7.6 % 33.0 % |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of the deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 82,201 $ 67,451 Accruals and reserves 16,841 9,549 Stock-based compensation 59,872 45,843 Fixed assets 12,122 6,906 Deferred revenue 43,411 23,095 Research and development credits 23,445 14,959 Other deferred tax assets 1,017 802 Gross deferred tax assets 238,909 168,605 Valuation allowance (81,937 ) (54,872 ) Total deferred tax assets 156,972 113,733 Deferred tax liabilities: Acquisition related intangibles (81,621 ) (112,928 ) Other deferred tax liabilities (92 ) (326 ) Convertible senior notes (73,427 ) — Total deferred tax liabilities (155,140 ) (113,254 ) Total net deferred tax assets $ 1,832 $ 479 |
Schedule of Reconciliation of Gross Unrecognized Tax Benefit | A reconciliation of gross unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Unrecognized tax benefits at the beginning of the period $ 21,264 $ 10,887 $ 1,172 Additions for tax positions related to the current year 10,614 10,452 8,789 Increases related to prior year tax positions 24 — 947 Decreases related to prior year tax positions — (52 ) — Decreases based on settlements with taxing authorities — — (21 ) Lapse of statute of limitations — (23 ) — Unrecognized tax benefits at the end of the period $ 31,902 $ 21,264 $ 10,887 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss per Common Share | The following table sets forth the computation of net loss per common share (in thousands, except per share amounts): Year Ended December 31, 2015 2014 2013 Numerator: Net loss $ (539,215 ) $ (443,790 ) $ (120,635 ) Denominator: Weighted average number of shares outstanding — basic and diluted 154,120 142,176 45,271 Net loss per share — basic and diluted $ (3.50 ) $ (3.12 ) $ (2.66 ) |
Summary of Outstanding Options, Unvested Shares and Units, ESPP Shares, Warrants, and Convertible Preferred Stock Excluded from Computation of Diluted Net Loss Per Common Share as Effect would be Anti-Dilutive | The following outstanding options, unvested shares and units, ESPP shares, warrants and shares issuable upon the conversion of our Convertible Senior Notes were excluded (as common stock equivalents) from the computation of diluted net loss per common share for the periods presented as their effect would have been anti-dilutive (in thousands): As of December 31, 2015 2014 2013 Options to purchase common stock 11,494 18,578 27,422 Unvested early exercised common shares 936 2,382 4,877 Unvested restricted stock awards and units 20,054 8,341 3,602 Convertible senior notes 15,141 — — Warrants to purchase common stock — — 312 ESPP shares 210 124 249 |
Segment and Major Customers I40
Segment and Major Customers Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 2013 Revenue: United States $ 439,206 $ 319,144 $ 116,730 EMEA 80,960 57,721 22,845 APAC 73,009 34,284 16,004 Other 29,792 14,513 5,973 Total revenue $ 622,967 $ 425,662 $ 161,552 |
Summary of Long lived Assets by Geographic Region Based on Physical Location | Long lived assets by geographic region based on physical location is as follows (in thousands): As of December 31, 2015 2015 2014 Property and Equipment, net: United States $ 57,537 $ 66,807 International 20,831 15,491 Total $ 78,368 $ 82,298 |
Description of Business and S41
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||
Jun. 30, 2015USD ($)shares | Mar. 31, 2014USD ($)$ / sharesshares | Sep. 30, 2013USD ($)shares | Dec. 31, 2015USD ($)reporting_unitshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Sep. 30, 2014$ / shares | |
Property, Plant and Equipment [Line Items] | |||||||
Issuance of common stock in connection with public offering, net of offering costs (in shares) | shares | 5,582,215 | ||||||
Price per share (usd per share) | $ / shares | $ 82 | ||||||
Aggregated proceeds from sale of shares of common stock, net of underwriters' discounts and commissions | $ 446,500,000 | ||||||
Payments for commissions | 11,200,000 | ||||||
Offering expenses | $ 2,200,000 | ||||||
Shares sold by certain selling stockholders (in shares) | shares | 8,417,785 | ||||||
Shares sold pursuant to the exercise of vested outstanding options by employees (in shares) | shares | 796,846 | 5,856,000 | 7,642,000 | 6,222,000 | |||
Net proceeds from issuance of convertible senior notes | $ 896,530,000 | $ 0 | $ 0 | ||||
Treasury stock ,value, acquired | $ 150,000,000 | ||||||
Treasury stock, shares, acquired | shares | 3,300,000 | ||||||
Number of reporting units | reporting_unit | 1 | ||||||
Impairment of goodwill | $ 0 | 0 | 0 | ||||
Warranty term on hardware | 1 year | ||||||
Advertising costs | $ 5,100,000 | $ 2,300,000 | $ 800,000 | ||||
Capitalized software development costs | 4,300,000 | ||||||
Capitalized computer software amortization | $ 800,000 | ||||||
Stock-based compensation, award requisite service period | 4 years | ||||||
Demonstration units | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life | 12 months | ||||||
Software Development | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life | 3 years | ||||||
Minimum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life | 2 years | ||||||
Maximum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life | 5 years | ||||||
Convertible Notes Payable | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Net proceeds from issuance of convertible senior notes | $ 896,500,000 | ||||||
Series A Convertible Senior Notes | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Debt instrument, principal amount | $ 460,000,000 | ||||||
Debt instrument, interest rate | 1.00% | ||||||
Series A Convertible Senior Notes | Convertible Notes Payable | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Long-term Debt, Gross | $ 460,000,000 | ||||||
Series B Convertible Senior Notes | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Debt instrument, principal amount | $ 460,000,000 | ||||||
Debt instrument, interest rate | 1.625% | ||||||
Series B Convertible Senior Notes | Convertible Notes Payable | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Long-term Debt, Gross | $ 460,000,000 | ||||||
IPO | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Issuance of common stock in connection with public offering, net of offering costs (in shares) | shares | 17,450,000 | ||||||
Shares of common stock from full exercise of over-allotment option granted to underwriters (in shares) | shares | 2,275,000 | ||||||
Price per share (usd per share) | $ / shares | $ 20 | ||||||
Aggregated proceeds from sale of shares of common stock, net of underwriters' discounts and commissions | $ 324,600,000 | ||||||
Payments for commissions | 24,400,000 | ||||||
Offering expenses | $ 3,600,000 | ||||||
Shares issued from conversion of preferred stock and warrants (shares) | shares | 74,221,533 |
Description of Business and S42
Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Computer equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Computer equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 210,533 | $ 26,019 |
Total short-term investments | 767,775 | 255,845 |
Total assets measured at fair value | 978,308 | 281,864 |
Fair value of equity method investment | 1,800 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 210,533 | 13,069 |
Total short-term investments | 0 | 0 |
Total assets measured at fair value | 210,533 | 13,069 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 12,950 |
Total short-term investments | 767,775 | 255,845 |
Total assets measured at fair value | 767,775 | 268,795 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total short-term investments | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 19,124 | 4,994 |
Certificates of deposit | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Certificates of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 19,124 | 4,994 |
Certificates of deposit | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 447,267 | 142,984 |
Corporate notes and bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Corporate notes and bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 447,267 | 142,984 |
Corporate notes and bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
U.S. Government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 301,384 | 107,867 |
U.S. Government agencies | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
U.S. Government agencies | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 301,384 | 107,867 |
U.S. Government agencies | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 210,533 | 13,069 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 210,533 | 13,069 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
U.S. Government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 12,950 |
U.S. Government agencies | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
U.S. Government agencies | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 12,950 |
U.S. Government agencies | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | $ 0 |
Convertible Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 766,500 |
Short-Term Investments - Summar
Short-Term Investments - Summary of Available-for-sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost | $ 770,000 | $ 269,236 | ||
Gross Unrealized Gains | 2 | 5 | ||
Gross Unrealized Losses | (2,227) | (446) | ||
Estimated Fair Value | 767,775 | 268,795 | ||
Cash and cash equivalents | 402,102 | 146,363 | $ 173,918 | $ 60,200 |
Total short-term investments | 767,775 | 255,845 | ||
Certificates of deposit | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost | 19,160 | 5,000 | ||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | (36) | (6) | ||
Estimated Fair Value | 19,124 | 4,994 | ||
Total short-term investments | 19,124 | 4,994 | ||
Corporate notes and bonds | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost | 448,688 | 143,215 | ||
Gross Unrealized Gains | 0 | 4 | ||
Gross Unrealized Losses | (1,421) | (235) | ||
Estimated Fair Value | 447,267 | 142,984 | ||
Total short-term investments | 447,267 | 142,984 | ||
U.S. Government agencies | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost | 302,152 | 121,021 | ||
Gross Unrealized Gains | 2 | 1 | ||
Gross Unrealized Losses | (770) | (205) | ||
Estimated Fair Value | 301,384 | 120,817 | ||
Total short-term investments | 301,384 | 107,867 | ||
Short-term investments | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Cash and cash equivalents | 0 | 12,950 | ||
Short-term investments | Certificates of deposit | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | ||
Short-term investments | Corporate notes and bonds | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | ||
Short-term investments | U.S. Government agencies | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Cash and cash equivalents | $ 0 | $ 12,950 |
Short-Term Investments - Summ45
Short-Term Investments - Summary of Unrealized Losses on Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value, Less Than 12 Months | $ 715,411 | $ 244,581 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (2,204) | (446) |
Fair Value, Greater Than 12 Months | 25,793 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (23) | 0 |
Fair Value | 741,204 | 244,581 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (2,227) | (446) |
Certificates of deposit | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value, Less Than 12 Months | 18,404 | 3,793 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (36) | (6) |
Fair Value, Greater Than 12 Months | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 0 | 0 |
Fair Value | 18,404 | 3,793 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (36) | (6) |
Corporate notes and bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value, Less Than 12 Months | 430,466 | 130,920 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (1,407) | (235) |
Fair Value, Greater Than 12 Months | 16,801 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (15) | 0 |
Fair Value | 447,267 | 130,920 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (1,422) | (235) |
U.S. Government agencies | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value, Less Than 12 Months | 266,541 | 109,868 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (761) | (205) |
Fair Value, Greater Than 12 Months | 8,992 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (8) | 0 |
Fair Value | 275,533 | 109,868 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | $ (769) | $ (205) |
Short-Term Investments - Narrat
Short-Term Investments - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Investments, Debt and Equity Securities [Abstract] | ||
Equity method investment, ownership percentage | 12.50% | |
Other than temporary impairment | $ 0 | $ 0 |
Carrying value of equity method investment | $ 1,800,000 |
Short-Term Investments - Summ47
Short-Term Investments - Summary of Contractual Maturities (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Due within one year, amortized cost | $ 384,370 |
Due within one to two years, amortized cost | 385,630 |
Total, amortized cost | 770,000 |
Due within one year, fair value | 383,858 |
Due within one to two years, fair value | 383,917 |
Total, fair value | $ 767,775 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 176,429 | $ 132,162 |
Less: accumulated depreciation and amortization | (98,061) | (49,864) |
Total property and equipment, net | 78,368 | 82,298 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 120,886 | 85,171 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 41,626 | 34,522 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 13,470 | 12,022 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 447 | $ 447 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Change in Accounting Estimate [Line Items] | |||
Depreciation and amortization | $ 61.2 | $ 46.8 | $ 19.2 |
Service Life | |||
Change in Accounting Estimate [Line Items] | |||
Depreciation and amortization | $ 1.1 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) | May. 09, 2014USD ($)shares | Dec. 30, 2013USD ($)$ / sharesshares | Sep. 03, 2013USD ($)$ / sharesshares | May. 31, 2014$ / sharesshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Finite-Lived Intangible Assets [Line Items] | |||||||
Total intangible assets subject to amortization | $ 307,493,000 | $ 307,493,000 | |||||
Estimated fair value of unvested awards to be expensed | 494,700,000 | ||||||
Goodwill recognized | 41,538,000 | ||||||
Amortization of intangible assets | 47,100,000 | 45,200,000 | $ 1,500,000 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 92,933,000 | 45,868,000 | |||||
Finite-Lived Intangible Assets, Net | 214,560,000 | 261,625,000 | |||||
Developed technology | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Total intangible assets subject to amortization | 78,193,000 | 78,193,000 | |||||
Content | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Total intangible assets subject to amortization | $ 128,600,000 | 128,600,000 | |||||
Developed technology, content and contract backlog | Minimum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 3 years | ||||||
Developed technology, content and contract backlog | Maximum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 10 years | ||||||
Customer relationship and trade names | Minimum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 4 years | ||||||
Customer relationship and trade names | Maximum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 8 years | ||||||
Customer relationships | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Total intangible assets subject to amortization | $ 75,300,000 | 75,300,000 | |||||
Contract backlog | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Total intangible assets subject to amortization | 13,000,000 | 13,000,000 | |||||
Trade names | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Total intangible assets subject to amortization | $ 12,400,000 | $ 12,400,000 | |||||
nPulse Technologies | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Total purchase consideration | $ 56,600,000 | ||||||
Cash paid for acquisition | 55,200,000 | ||||||
Shares issued for acquisition (in shares) | shares | 295,681 | ||||||
Fair value of shares issued for acquisition | $ 1,300,000 | ||||||
Vesting period | 3 years 6 months | ||||||
Share price (usd per share) | $ / shares | $ 26.44 | ||||||
Goodwill deductible for income tax purposes | $ 0 | ||||||
nPulse Technologies | Maximum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Shares issued for acquisition (in shares) | shares | 54,319 | ||||||
nPulse Technologies | Developed technology | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 6 years | ||||||
nPulse Technologies | Customer relationships | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 8 years | ||||||
Mandiant, Inc. | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Total purchase consideration | $ 900,790,000 | ||||||
Cash paid for acquisition | 106,538,000 | ||||||
Fair value of equity awards assumed | $ 89,838,000 | ||||||
Shares issued for acquisition (in shares) | shares | 16,123,011 | ||||||
Share price (usd per share) | $ / shares | $ 5.22 | ||||||
Goodwill deductible for income tax purposes | $ 0 | ||||||
Share conversion ratio | 0.8126 | ||||||
Estimated fair value of unvested awards to be expensed | $ 119,500,000 | ||||||
Fair values of vested equity based awards | $ 89,800,000 | ||||||
Pro forma net loss | $ 246,617,000 | ||||||
Mandiant, Inc. | Developed technology | Minimum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 4 years | ||||||
Mandiant, Inc. | Developed technology | Maximum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 6 years | ||||||
Mandiant, Inc. | Content | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 10 years | ||||||
Mandiant, Inc. | Customer relationships | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 8 years | ||||||
Mandiant, Inc. | Contract backlog | Minimum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 1 year | ||||||
Mandiant, Inc. | Contract backlog | Maximum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 3 years | ||||||
Mandiant, Inc. | Trade names | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 4 years | ||||||
Secure DNA | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Total purchase consideration | $ 4,900,000 | ||||||
Cash paid for acquisition | $ 4,100,000 | ||||||
Shares issued for acquisition (in shares) | shares | 50,000 | ||||||
Share price (usd per share) | $ / shares | $ 16 | ||||||
Contingent obligation determination period | 2 years | ||||||
Goodwill deductible for income tax purposes | $ 0 | ||||||
Business acquisition related costs | 200,000 | ||||||
Goodwill recognized | 2,300,000 | ||||||
Contingent consideration classified as equity | Secure DNA | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Contingent obligation maximum | $ 3,000,000 | ||||||
Contingent obligation of common stock (in shares) | shares | 190,000 | ||||||
General and administrative | nPulse Technologies | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Acquisition costs | $ 500,000 | ||||||
General and administrative | Mandiant, Inc. | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Business acquisition related costs | $ 8,500,000 | ||||||
Unvested stock options and restricted stock | nPulse Technologies | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Fair value of equity awards assumed | $ 100,000 |
Business Combinations - Schedul
Business Combinations - Schedule of Purchase Consideration (Details) - USD ($) $ in Thousands | May. 09, 2014 | Dec. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 750,288 | $ 750,288 | $ 706,327 | ||
nPulse Technologies | |||||
Business Acquisition [Line Items] | |||||
Net tangible assets (liabilities) | $ (1,833) | ||||
Intangible assets | 24,700 | ||||
Deferred tax asset | 442 | ||||
Deferred tax liability | (8,368) | ||||
Goodwill | 41,671 | ||||
Total purchase price allocation | 56,612 | ||||
Cash | $ 55,200 | ||||
Mandiant, Inc. | |||||
Business Acquisition [Line Items] | |||||
Net tangible assets (liabilities) | 10,797 | ||||
Intangible assets | $ 276,200 | 276,200 | |||
Deferred tax liability | (91,111) | ||||
Goodwill | 704,904 | ||||
Total purchase price allocation | $ 900,790 | ||||
Cash | 106,538 | ||||
Fair value of common stock | 704,414 | ||||
Fair value of equity awards assumed | $ 89,838 |
Business Combinations - Sched52
Business Combinations - Schedule of Useful Life and Fair Values of the Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | May. 09, 2014 | Dec. 30, 2013 | Dec. 31, 2014 |
Mandiant, Inc. | |||
Business Acquisition [Line Items] | |||
Total | $ 276,200 | $ 276,200 | |
nPulse Technologies | |||
Business Acquisition [Line Items] | |||
Total | $ 24,700 | ||
Developed technology | Mandiant, Inc. | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | $ 54,600 | ||
Developed technology | nPulse Technologies | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life | 6 years | ||
Finite-lived intangible assets | $ 10,100 | ||
Content | Mandiant, Inc. | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life | 10 years | ||
Finite-lived intangible assets | $ 128,600 | ||
Customer relationships | Mandiant, Inc. | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life | 8 years | ||
Finite-lived intangible assets | $ 65,400 | ||
Customer relationships | nPulse Technologies | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life | 8 years | ||
Finite-lived intangible assets | $ 8,000 | ||
Contract backlog | Mandiant, Inc. | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | $ 13,800 | ||
Trade names | Mandiant, Inc. | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life | 4 years | ||
Finite-lived intangible assets | $ 12,400 | ||
In process research and development [Member] | Mandiant, Inc. | |||
Business Acquisition [Line Items] | |||
Indefinite-lived intangible assets | $ 1,400 | ||
In process research and development [Member] | nPulse Technologies | |||
Business Acquisition [Line Items] | |||
Indefinite-lived intangible assets | $ 6,600 | ||
Minimum | Developed technology | Mandiant, Inc. | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life | 4 years | ||
Minimum | Contract backlog | Mandiant, Inc. | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life | 1 year | ||
Maximum | Developed technology | Mandiant, Inc. | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life | 6 years | ||
Maximum | Contract backlog | Mandiant, Inc. | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life | 3 years |
Business Combinations - Sched53
Business Combinations - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 30, 2013 | Sep. 03, 2013 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 750,288 | $ 750,288 | $ 706,327 | ||
Mandiant, Inc. | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | (276,200) | $ (276,200) | |||
Deferred tax liabilities | (91,111) | ||||
Goodwill | 704,904 | ||||
Fair value of total consideration transferred | $ 900,790 | ||||
Mandiant, Inc. | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 54,600 | ||||
Mandiant, Inc. | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | $ 65,400 | ||||
Secure DNA | |||||
Business Acquisition [Line Items] | |||||
Deferred tax liabilities | $ (1,290) | ||||
Net assets acquired | 665 | ||||
Goodwill | 2,302 | ||||
Fair value of total consideration transferred | 4,877 | ||||
Secure DNA | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 1,300 | ||||
Secure DNA | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | $ 1,900 |
Business Combinations - Sched54
Business Combinations - Schedule of Revised Pro Forma Information (Details) - Mandiant, Inc. $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Business Acquisition [Line Items] | |
Pro forma revenue | $ 266,458 |
Pro forma loss from operations | (296,476) |
Pro forma net loss | $ (246,617) |
Business Combinations - Sched55
Business Combinations - Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2014 | May. 09, 2014 | Dec. 30, 2013 |
nPulse Technologies | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 24,700 | ||
nPulse Technologies | In process research and development [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | 6,600 | ||
nPulse Technologies | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets | 10,100 | ||
nPulse Technologies | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets | $ 8,000 | ||
Mandiant, Inc. | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 276,200 | $ 276,200 | |
Mandiant, Inc. | In process research and development [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | 1,400 | ||
Mandiant, Inc. | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets | 54,600 | ||
Mandiant, Inc. | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets | 65,400 | ||
Mandiant, Inc. | Contract backlog | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets | 13,800 | ||
Mandiant, Inc. | Trade names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets | $ 12,400 |
Business Combinations - Sched56
Business Combinations - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 706,327 |
Goodwill acquired | 41,538 |
Deferred tax adjustments | 1,156 |
Other adjustments | 1,267 |
Ending balance | $ 750,288 |
Business Combinations - Sched57
Business Combinations - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | $ 307,493 | $ 307,493 |
Less: accumulated amortization | (92,933) | (45,868) |
Net intangible assets subject to amortization | 214,560 | 261,625 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | 78,193 | 78,193 |
Content | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | 128,600 | 128,600 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | 75,300 | 75,300 |
Contract backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | 13,000 | 13,000 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | $ 12,400 | $ 12,400 |
Business Combinations - Sched58
Business Combinations - Schedule of Expected Annual Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2,016 | $ 46,448 | |
2,017 | 40,503 | |
2,018 | 29,346 | |
2,019 | 27,574 | |
2,020 | 22,635 | |
2021 and thereafter | 48,054 | |
Net intangible assets subject to amortization | $ 214,560 | $ 261,625 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | |||
Provision for restructuring charges | $ 0 | $ 4,327 | $ 0 |
Non-cash fixed asset write off [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Provision for restructuring charges | 1,600 | ||
Total | |||
Restructuring Cost and Reserve [Line Items] | |||
Provision for restructuring charges | 0 | 2,707 | |
Restructuring reserve | $ 200 | $ 765 | $ 0 |
Restructuring Charges - Summary
Restructuring Charges - Summary of Restructuring Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Reserve [Roll Forward] | |||
Provision for restructuring charges | $ 0 | $ 4,327 | $ 0 |
Severance and related costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Provision for restructuring charges | 0 | 1,583 | |
Cash payments and other adjustments | 0 | (1,583) | |
Ending balance | 0 | 0 | 0 |
Facilities | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 765 | 0 | |
Provision for restructuring charges | 0 | 1,124 | |
Cash payments and other adjustments | (548) | (359) | |
Ending balance | 217 | 765 | 0 |
Total | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 765 | 0 | |
Provision for restructuring charges | 0 | 2,707 | |
Cash payments and other adjustments | (548) | (1,942) | |
Ending balance | $ 200 | $ 765 | $ 0 |
Deferred Revenue - Schedule of
Deferred Revenue - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, current portion | $ 305,169 | $ 203,877 |
Deferred revenue, non-current portion | 221,829 | 148,666 |
Total deferred revenue | 526,998 | 352,543 |
Product | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, current portion | 8,200 | 10,718 |
Deferred revenue, non-current portion | 3,051 | 4,891 |
Subscription and services | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, current portion | 296,969 | 193,159 |
Deferred revenue, non-current portion | $ 218,778 | $ 143,775 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2015USD ($)day$ / sharesshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Line of Credit Facility [Line Items] | ||||
Net proceeds from issuance of convertible senior notes | $ 896,530,000 | $ 0 | $ 0 | |
Treasury stock ,value, acquired | $ 150,000,000 | |||
Treasury stock, shares, acquired | shares | 3.3 | |||
Series A Convertible Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, principal amount | $ 460,000,000 | |||
Debt instrument, interest rate | 1.00% | |||
Series B Convertible Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, principal amount | $ 460,000,000 | |||
Debt instrument, interest rate | 1.625% | |||
Convertible Notes Payable | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, unamortized discount | $ 23,000,000 | |||
Debt issuance cost | 500,000 | |||
Net proceeds from issuance of convertible senior notes | $ 896,500,000 | |||
Debt instrument, conversion rate | 0.0164572 | |||
Debt instrument, conversion price | $ / shares | $ 60.76 | |||
Debt instrument, trading days | day | 20 | |||
Debt instrument, threshold note trading days | day | 5 | |||
Debt instrument, threshold consecutive note trading days | 5 days | |||
Debt instrument, threshold percentage of note price trigger | 98.00% | |||
Debt instrument, redemption price, percentage | 100.00% | |||
Debt instrument, redemption price triggered by change, percentage | 100.00% | |||
Debt instrument, remaining amortization period | 6 years | |||
Convertible Notes Payable | Debt, Liability Component | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, unamortized discount | $ 17,600,000 | |||
Debt issuance cost | 400,000 | |||
Convertible Notes Payable | Debt, Equity Component | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, unamortized discount | 5,400,000 | |||
Debt issuance cost | $ 100,000 | |||
Debt Instrument, Redemption, Period One | Convertible Notes Payable | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, consecutive trading days | 30 days | |||
Debt instrument, percentage of stock price trigger | 130.00% | |||
Debt Instrument, Redemption, Period Two | Convertible Notes Payable | Series B Convertible Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, trading days | day | 20 | |||
Debt instrument, consecutive trading days | 30 days | |||
Debt instrument, percentage of stock price trigger | 130.00% | |||
Maximum | Debt Instrument, Redemption, Period Two | Convertible Notes Payable | Series B Convertible Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, required trading days since notice of redemption | 3 days |
Long-term Debt - Schedule of th
Long-term Debt - Schedule of the Liability and Equity Components of the Convertible Senior Notes (Details) - Convertible Notes Payable $ in Thousands | Dec. 31, 2015USD ($) |
Series A Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Principal | $ 460,000 |
Less: Convertible senior notes discounts and issuance costs, net of amortization | (93,469) |
Net carrying amount | 366,531 |
Equity component, net of issuance costs | 92,567 |
Series B Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Principal | 460,000 |
Less: Convertible senior notes discounts and issuance costs, net of amortization | (120,333) |
Net carrying amount | 339,667 |
Equity component, net of issuance costs | $ 117,834 |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest Expense Related to the Convertible Senior Notes (Details) - Convertible Notes Payable $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Series A Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Coupon interest | $ 2,683 |
Amortization of convertible senior notes discounts and issuance costs | 10,833 |
Total interest expense recognized | $ 13,516 |
Effective interest rate on the liability component | 6.50% |
Series B Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Coupon interest | $ 4,361 |
Amortization of convertible senior notes discounts and issuance costs | 9,236 |
Total interest expense recognized | $ 13,597 |
Effective interest rate on the liability component | 7.10% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)claim | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Loss Contingencies [Line Items] | |||
Rent expense | $ 14,400,000 | $ 10,700,000 | $ 3,700,000 |
Future minimum sublease rentals | 700,000 | ||
Letters of credit | 1,200,000 | 1,900,000 | $ 900,000 |
Amounts drawn against letters of credit | $ 0 | ||
Number of claims under indemnification provisions | claim | 0 | ||
Product | |||
Loss Contingencies [Line Items] | |||
Non-cancellable open orders | $ 16,900,000 | $ 23,200,000 | |
Software and services | |||
Loss Contingencies [Line Items] | |||
Non-cancellable open orders | $ 35,900,000 |
Commitments and Contingencies66
Commitments and Contingencies - Schedule of Aggregate Future Non-Cancelable Minimum Rental Payments on Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 14,513 |
2,017 | 12,109 |
2,018 | 7,463 |
2,019 | 5,833 |
2,020 | 5,650 |
2021 and thereafter | 8,030 |
Total | $ 53,598 |
Common Shares Reserved for Is67
Common Shares Reserved for Issuance - Narrative (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013shares | Dec. 31, 2015vote_per_share$ / sharesshares | Dec. 31, 2013shares | Dec. 31, 2014$ / sharesshares | |
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Convertible preferred stock, shares authorized after IPO (in shares) | 100,000,000 | 100,000,000 | ||
Convertible preferred stock, shares issued (in shares) | 0 | 0 | ||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Voting right per common share | vote_per_share | 1 | |||
Convertible preferred stock | ||||
Class of Stock [Line Items] | ||||
Shares issued from conversion of preferred stock and warrants (shares) | 74,221,553 | (64,590,000) | ||
Series A | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares outstanding (in shares) | 11,164,000 | |||
Series B | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares outstanding (in shares) | 10,985,000 | |||
Series C | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares outstanding (in shares) | 7,049,000 | |||
Series D | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares outstanding (in shares) | 26,231,000 | |||
Series E | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares outstanding (in shares) | 4,412,000 | |||
Series F | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares outstanding (in shares) | 4,274,000 |
Common Shares Reserved for Is68
Common Shares Reserved for Issuance - Schedule of Reserved Shares of Common stock for Issuance (Details) - shares shares in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 56,855 | 41,562 |
Convertible Senior Notes | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 15,141 | 0 |
Reserved under stock award plans | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 38,500 | 38,879 |
ESPP | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 3,200 | 2,700 |
Equity Award Plans - Narrative
Equity Award Plans - Narrative (Details) - USD ($) | Jan. 01, 2016 | Dec. 30, 2013 | May. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 01, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
General vesting period | 4 years | ||||||||
Award expiration period from grant date | 10 years | ||||||||
Employee stock ownership, combined voting power of all stock | 10.00% | ||||||||
Minimum exercise price as a percentage of the fair value per share | 110.00% | ||||||||
Award expiration period, for excess voting power grants | 5 years | ||||||||
Grant date fair value, percentage | 100.00% | ||||||||
Shares reserved for future issuance (in shares) | 56,855,000 | 41,562,000 | |||||||
Compensation cost not yet recognized | $ 494,700,000 | ||||||||
Weighted average remaining vesting period | 3 years | ||||||||
Options assumed in acquisition (in shares) | 63,000 | 4,579,000 | |||||||
Price per share (usd per share) | $ 82 | ||||||||
Mandiant, Inc. | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost not yet recognized | $ 119,500,000 | ||||||||
Options assumed in acquisition (in shares) | 4,600,000 | ||||||||
Options assumed in acquisition, vested (in shares) | 2,100,000 | 2,100,000 | |||||||
Options assumed in acquisition, unvested (in shares) | 2,500,000 | 2,500,000 | |||||||
Shares issued for acquisition (in shares) | 16,123,011 | ||||||||
Share price (usd per share) | $ 5.22 | ||||||||
nPulse Technologies | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
General vesting period | 3 years 6 months | ||||||||
Shares issued for acquisition (in shares) | 295,681 | ||||||||
Share price (usd per share) | $ 26.44 | ||||||||
nPulse Technologies | Former shareholders | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued for acquisition (in shares) | 54,319 | ||||||||
nPulse Technologies | Employees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued for acquisition (in shares) | 241,362 | ||||||||
ESPP shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved for future issuance (in shares) | 3,200,000 | 2,700,000 | |||||||
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 | ||||||||
Common stock, percentage outstanding | 1.00% | ||||||||
Shares outstanding threshold (in shares) | 3,700,000 | ||||||||
Performance shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued (in shares) | 5,300,000 | 1,700,000 | 2,100,000 | ||||||
Restricted stock | Mandiant, Inc. | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average remaining vesting period | 2 years | ||||||||
Shares issued for acquisition (in shares) | 797,698 | ||||||||
Price per share (usd per share) | $ 43.69 | $ 43.69 | |||||||
Restricted stock | nPulse Technologies | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 135,399 | ||||||||
Restricted stock awards vested | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued (in shares) | 16,876,000 | 6,734,000 | 1,949,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 2,783,000 | 1,482,000 | 2,115,000 | ||||||
2013 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved for future issuance (in shares) | 7,178,860 | 13,314,131 | |||||||
Common stock available for future grants (in shares) | 8,082,165 | ||||||||
Minimum | 2013 Plan | Employee stock option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grant date fair value, percentage | 100.00% | ||||||||
Subsequent Event | ESPP shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Additional shares authorized (in shares) | 1,616,433 |
Equity Award Plans - Summary of
Equity Award Plans - Summary of Assumptions used in the Black-Scholes Option-Pricing Model to Determine Fair Value of Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (usd per share) | $ 0 | $ 72.60 | $ 5.71 |
Dividend yield | 0.00% | 0.00% | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (usd per share) | $ 27.89 | $ 6.05 | |
Risk-free interest rate | 1.80% | 0.60% | |
Expected term (in years) | 4 years | ||
Volatility | 51.00% | 46.00% | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (usd per share) | $ 75.87 | $ 42.37 | |
Risk-free interest rate | 2.00% | 2.10% | |
Expected term (in years) | 6 years | 6 years | |
Volatility | 53.00% | 54.00% |
Equity Award Plans - Summary 71
Equity Award Plans - Summary of Assumptions used in the Black-Scholes Option-Pricing Model to Determine Fair Value of Common Shares to be Issued under the ESPP (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (usd per share) | $ 0 | $ 72.60 | $ 5.71 |
Dividend yield | 0.00% | 0.00% | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (usd per share) | $ 27.89 | $ 6.05 | |
Risk-free interest rate | 1.80% | 0.60% | |
Expected term (in years) | 4 years | ||
Volatility | 51.00% | 46.00% | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (usd per share) | $ 75.87 | $ 42.37 | |
Risk-free interest rate | 2.00% | 2.10% | |
Expected term (in years) | 6 years | 6 years | |
Volatility | 53.00% | 54.00% | |
ESPP shares | |||
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% | 0.10% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
ESPP shares | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (usd per share) | $ 19.10 | $ 27.08 | |
Risk-free interest rate | 0.09% | ||
Expected term (in years) | 6 months | 6 months | 8 months 12 days |
Volatility | 38.00% | 35.00% | 42.00% |
ESPP shares | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (usd per share) | $ 35.16 | $ 32.32 | |
Risk-free interest rate | 0.50% | ||
Expected term (in years) | 1 year | 1 year | 1 year 2 months 12 days |
Volatility | 42.00% | 45.00% | 45.00% |
Equity Award Plans - Schedule o
Equity Award Plans - Schedule of Stock-based Compensation Expense Related to Stock Options, ESPP and restricted Stock Units and Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 222,431 | $ 151,852 | $ 28,858 |
Cost of product revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,588 | 888 | 469 |
Cost of subscription and services revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 29,435 | 17,037 | 2,341 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 68,329 | 28,968 | 6,958 |
Sales and marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 73,286 | 66,773 | 10,748 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 49,793 | $ 38,186 | $ 8,342 |
Equity Award Plans - Summary 73
Equity Award Plans - Summary of Activity for Stock Option Changes and Information Related to Options Vested and Expected to Vest and Options Exercisable (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Beginning balance, options outstanding (in shares) | 18,578,000 | 27,422,000 | 17,336,000 | ||
Options granted (in shares) | 0 | 676,000 | 13,182,000 | ||
Options exercised (in shares) | (796,846) | (5,856,000) | (7,642,000) | (6,222,000) | |
Options cancelled (in shares) | (1,228,000) | (1,941,000) | (1,453,000) | ||
Options assumed in acquisition (in shares) | 63,000 | 4,579,000 | |||
Ending balance, options outstanding (in shares) | 11,494,000 | 18,578,000 | 27,422,000 | 17,336,000 | |
Option vested and expected to vest (in shares) | 11,376,000 | ||||
Option exercisable (in shares) | 7,226,000 | ||||
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) | $ 9.13 | $ 5.82 | $ 0.98 | ||
Options granted, weighted average exercise price (usd per share) | 0 | 72.60 | 9.57 | ||
Options exercised, weighted average exercise price (usd per share) | 4.97 | 2.97 | 0.88 | ||
Options cancelled, weighted average exercise price (usd per share) | 14.57 | 9.10 | 3.60 | ||
Options assumed in acquisition, weighted average exercise price (usd per share) | 20.60 | 5.93 | |||
Ending balance, weighted average exercise price (usd per share) | 10.67 | 9.13 | 5.82 | $ 0.98 | |
Option vested and expected to vest, weighted average exercise price (usd per share) | 10.60 | ||||
Option exercisable, weighted average exercise price (usd per share) | 8.89 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Weighted average grant date fair value (usd per share) | $ 0 | $ 72.60 | $ 5.71 | ||
Options outstanding, weighted average contractual life | 6 years 10 months 24 days | 7 years 4 months 24 days | 8 years 3 months | 8 years 3 months 11 days | |
Option vested and expected to vest, weighted average contractual life | 6 years 9 months 18 days | ||||
Option exercisable, weighted average contractual life | 6 years 7 months 6 days | ||||
Options exercised, aggregate intrinsic value | $ 211,854 | $ 271,236 | $ 41,599 | ||
Options outstanding, aggregate intrinsic value | 149,157 | $ 445,636 | $ 1,036,224 | $ 77,250 | |
Option vested and expected to vest, aggregate intrinsic value | 148,013 | ||||
Option exercisable, aggregate intrinsic value | $ 102,036 |
Equity Award Plans - Summary 74
Equity Award Plans - Summary of Activity of Restricted Common Stock, RSAs and RSUs and Information Related to Unvested Restricted Stock, RSAs and RSUs and those Expected to Vest (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Options expected to vest (usd per share) | $ 10.60 | ||
Restricted stock awards and restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Beginning balance, shares outstanding (in shares) | 8,341 | 3,602 | 3,009 |
Granted (in shares) | 16,876 | 6,734 | 1,949 |
Vested (in shares) | (2,783) | (1,482) | (2,115) |
Canceled/forfeited (shares) | (2,380) | (809) | (262) |
Granted in connection with acquisitions (in shares) | 296 | 1,021 | |
Ending balance, shares outstanding (in shares) | 20,054 | 8,341 | 3,602 |
Beginning balance, weighted average grant date fair value (usd per share) | $ 39.57 | $ 27.20 | $ 2.20 |
Granted, weighted average grant date fair value (usd per share) | 32.25 | 42.12 | 31.59 |
Vested, weighted average grant date fair value (usd per share) | 35.66 | 16.04 | 3.26 |
Forfeited, weighted average grant date fair value (usd per share) | 41.11 | 40.93 | 6.73 |
Ending balance, weighted average grant date fair value (usd per share) | $ 33.68 | 39.57 | 27.20 |
Expected to vest (in shares) | 18,822 | ||
Options expected to vest (usd per share) | $ 33.78 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Granted in connection with acquisitions, weighted-average grant-date fair value (usd per share) | $ 26.44 | $ 37.65 | |
Unvested, weighted-average remaining contractual term | 1 year 7 months 6 days | ||
Expected to vest, weighted-average remaining contractual term | 1 year 7 months 6 days | ||
Unvested, aggregate intrinsic value | $ 415,912 | ||
Expected to vest, aggregate intrinsic value | $ 390,359 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Benefit from Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (324,805) | $ (269,426) | $ (94,455) |
Foreign | (210,320) | (211,018) | (85,477) |
Total | $ (535,125) | $ (480,444) | $ (179,932) |
Income Taxes - Schedule of Bene
Income Taxes - Schedule of Benefit from Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Federal: | |||
Current | $ 0 | $ 11 | $ 0 |
Deferred | 0 | (36,208) | (56,212) |
State: | |||
Current | (160) | 255 | 86 |
Deferred | 0 | (3,263) | (4,564) |
Foreign: | |||
Current | 5,604 | 2,945 | 1,478 |
Deferred | (1,354) | (394) | (85) |
Total | $ 4,090 | $ (36,654) | $ (59,297) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Federal Statutory Income Tax Rate to the Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Effect of: | |||
State taxes, net of federal tax benefit | 0.00% | 0.60% | 2.50% |
Change in valuation allowance | (21.00%) | (11.20%) | 13.40% |
Research and development tax credit | 1.10% | 1.20% | 0.80% |
Convertible preferred stock warrants | 0.00% | 0.00% | (1.30%) |
Stock-based compensation | (1.10%) | (1.90%) | 2.90% |
Foreign differential | (14.10%) | (15.60%) | (17.10%) |
Non-deductible/non-taxable items | (0.60%) | (0.20%) | 0.00% |
Other, net | (0.10%) | (0.30%) | (3.20%) |
Total | (0.80%) | 7.60% | 33.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 82,201 | $ 67,451 |
Accruals and reserves | 16,841 | 9,549 |
Stock-based compensation | 59,872 | 45,843 |
Fixed assets | 12,122 | 6,906 |
Deferred revenue | 43,411 | 23,095 |
Research and development credits | 23,445 | 14,959 |
Other deferred tax assets | 1,017 | 802 |
Gross deferred tax assets | 238,909 | 168,605 |
Valuation allowance | (81,937) | (54,872) |
Total deferred tax assets | 156,972 | 113,733 |
Deferred tax liabilities: | ||
Acquisition related intangibles | (81,621) | (112,928) |
Other deferred tax liabilities | (92) | (326) |
Deferred Tax Liabilities, Financing Arrangements | (73,427) | 0 |
Total deferred tax liabilities | (155,140) | (113,254) |
Total net deferred tax assets | $ 1,832 | $ 479 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance increase, amount | $ (27,100) | |||
Increase in equity if and when deferred tax assets are realized | 116,200 | |||
Unrecognized tax benefits | 31,902 | $ 21,264 | $ 10,887 | $ 1,172 |
Unrecognized tax benefits that would affect income tax expense if recognized | 30,000 | |||
Recognized interest and penalties | 183 | 115 | $ 71 | |
Total accrual for interest and penalties | 398 | $ 215 | ||
Undistributed earnings in foreign subsidiaries | $ 12,100 | |||
Effective tax rate | (0.80%) | 7.60% | 33.00% | |
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | $ 542,600 | |||
Federal | Research and development tax credit carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carry forward | 16,200 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | 675,200 | |||
State | Research and development tax credit carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carry forward | $ 10,500 |
Income Taxes - Schedule of Re80
Income Taxes - Schedule of Reconciliation of Gross Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits at the beginning of the period | $ 21,264 | $ 10,887 | $ 1,172 |
Additions for tax positions related to the current year | 10,614 | 10,452 | 8,789 |
Increases related to prior year tax positions | 24 | 0 | 947 |
Decreases related to prior year tax positions | 0 | (52) | 0 |
Decreases based on settlements with taxing authorities | 0 | 0 | (21) |
Lapse of statute of limitations | 0 | (23) | 0 |
Unrecognized tax benefits at the end of the period | $ 31,902 | $ 21,264 | $ 10,887 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Computation of Net Loss per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||
Net loss | $ (539,215) | $ (443,790) | $ (120,635) |
Denominator: | |||
Weighted average number of shares outstanding—basic and diluted (in shares) | 154,120 | 142,176 | 45,271 |
Net loss per share—basic and diluted (usd per share) | $ (3.50) | $ (3.12) | $ (2.66) |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Outstanding Options, Unvested Shares and Units, ESPP Shares, Warrants, and Convertible Preferred Stock Excluded from Computation of Diluted Net Loss Per Common Share as Effect would be Anti-Dilutive (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from net loss per share (in shares) | 11,494 | 18,578 | 27,422 |
Unvested early exercised common shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from net loss per share (in shares) | 936 | 2,382 | 4,877 |
Unvested restricted stock awards and units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from net loss per share (in shares) | 20,054 | 8,341 | 3,602 |
Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from net loss per share (in shares) | 15,141 | 0 | 0 |
Warrants to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from net loss per share (in shares) | 0 | 0 | 312 |
ESPP shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from net loss per share (in shares) | 210 | 124 | 249 |
Employee Benefit Plan - Narrati
Employee Benefit Plan - Narrative (Details) - USD ($) | Jan. 01, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||
Percent vested | 100.00% | ||
Matching contributions | $ 0 | ||
Mandiant, Inc. | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percent vested | 100.00% | ||
Matching contributions | $ 0 | $ 2,900,000 | |
Percent match of the first 4% of an eligible employee's compensation contributed | 100.00% | ||
Maximum percent of an eligible employee's compensation for 100% employer match | 4.00% | ||
Mandiant 401(k) plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contributions | $ 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - CEO - Mandiant, Inc. - USD ($) $ in Millions | Dec. 31, 2013 | Dec. 30, 2013 |
Related Party Transaction [Line Items] | ||
Shares held (in shares) | 740,166 | |
Unvested shares subject to forfeiture in event of termination (in shares) | 328,960 | |
Aggregate merger consideration | $ 28.6 | |
Consideration transferred, cash paid | $ 3.9 | |
Consideration transferred, shares of common stock (in shares) | 601,439 | |
Consideration transferred, shares held in escrow (in shares) | 87,335 |
Segment and Major Customers I85
Segment and Major Customers Information - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 622,967 | $ 425,662 | $ 161,552 |
Operating segments | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 622,967 | 425,662 | 161,552 |
Operating segments | United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 439,206 | 319,144 | 116,730 |
Operating segments | EMEA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 80,960 | 57,721 | 22,845 |
Operating segments | APAC | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 73,009 | 34,284 | 16,004 |
Operating segments | Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 29,792 | $ 14,513 | $ 5,973 |
Segment and Major Customers I86
Segment and Major Customers Information - Summary of Long lived Assets by Geographic Region Based on Physical Location (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Entity Location [Line Items] | ||
Property and equipment, net | $ 78,368 | $ 82,298 |
United States | ||
Entity Location [Line Items] | ||
Property and equipment, net | 57,537 | 66,807 |
International | ||
Entity Location [Line Items] | ||
Property and equipment, net | $ 20,831 | $ 15,491 |
Segment and Major Customers I87
Segment and Major Customers Information - Summary of Individual Customers Whose Revenue Accounted for or Exceed 10% of the Company's Revenue (Details) - Customer concentration risk - Sales revenue, net | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Customer One | |||
Revenue, Major Customer [Line Items] | |||
Percentage of revenue | 13.00% | 11.00% | 11.00% |
Customer Two | |||
Revenue, Major Customer [Line Items] | |||
Percentage of revenue | 11.00% | ||
Distributor One | |||
Revenue, Major Customer [Line Items] | |||
Percentage of revenue | 17.00% |
Segment and Major Customers I88
Segment and Major Customers Information - Summary of Individual Customers Whose Net Accounts Receivable Accounted for or Exceed 10% of the Company's Net Accounts Receivable (Details) - Accounts receivable - Customer concentration risk | Dec. 31, 2015 | Dec. 31, 2014 |
Distributor One | ||
Schedule of Accounts Receivable by Major Customers, by Reporting Segments [Line Items] | ||
Percentage of accounts receivable | 20.00% | 15.00% |
Distributor Two | ||
Schedule of Accounts Receivable by Major Customers, by Reporting Segments [Line Items] | ||
Percentage of accounts receivable | 12.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | Feb. 01, 2016 | Jan. 14, 2016 |
iSIGHT Security | ||
Subsequent Event [Line Items] | ||
Total purchase consideration | $ 200 | |
Contingent consideration liability | 75 | |
Business acquisition related costs | $ 7 | |
Invotas International Corporation | ||
Subsequent Event [Line Items] | ||
Total purchase consideration | $ 30 |
Schedule II Valuation and Qua90
Schedule II Valuation and Qualifying Accounts - Schedule of Allowance for Doubtful Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of period | $ 586 | $ 20 | $ 20 |
Charged to cost and expenses | 1,342 | 566 | 0 |
Write-offs, net of recoveries | 93 | 0 | 0 |
Balance at end of period | $ 2,021 | $ 586 | $ 20 |