Document and Entity Information
Document and Entity Information - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SERVICENOW, INC. | |
Trading Symbol | NOW | |
Entity Central Index Key | 1,373,715 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 159 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 349,073 | $ 252,455 |
Short-term investments | 379,878 | 416,336 |
Accounts receivable, net | 159,768 | 159,171 |
Current portion of deferred commissions | 47,583 | 43,232 |
Prepaid expenses and other current assets | 45,305 | 35,792 |
Total current assets | 981,607 | 906,986 |
Deferred commissions, less current portion | 29,595 | 29,453 |
Long-term investments | 400,512 | 266,772 |
Property and equipment, net | 132,713 | 104,237 |
Intangible assets, net | 44,527 | 54,526 |
Goodwill | 55,547 | 55,016 |
Other assets | 18,387 | 8,089 |
Total assets | 1,662,888 | 1,425,079 |
Current liabilities: | ||
Accounts payable | 30,654 | 17,829 |
Accrued expenses and other current liabilities | 84,681 | 79,497 |
Current portion of deferred revenue | 519,486 | 409,671 |
Total current liabilities | 634,821 | 506,997 |
Deferred revenue, less current portion | 8,917 | 12,567 |
Convertible senior notes, net | 466,831 | 443,764 |
Other long-term liabilities | 35,385 | 33,076 |
Total liabilities | 1,145,954 | 996,404 |
Stockholders’ equity: | ||
Common stock | 157 | 150 |
Additional paid-in capital | 1,051,480 | 799,221 |
Accumulated other comprehensive loss | (15,072) | (12,113) |
Accumulated deficit | (519,631) | (358,583) |
Total stockholders’ equity | 516,934 | 428,675 |
Total liabilities and stockholders’ equity | $ 1,662,888 | $ 1,425,079 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues: | |||||
Subscription | $ 223,208 | $ 150,367 | $ 603,576 | $ 400,466 | |
Professional services and other | 37,942 | 28,345 | 116,254 | 84,093 | |
Total revenues | 261,150 | 178,712 | 719,830 | 484,559 | |
Cost of revenues(1): | |||||
Subscription | [1] | 46,053 | 37,925 | 133,889 | 102,357 |
Professional services and other | [1] | 35,835 | 28,161 | 104,615 | 75,781 |
Total cost of revenues | [1] | 81,888 | 66,086 | 238,504 | 178,138 |
Gross profit | 179,262 | 112,626 | 481,326 | 306,421 | |
Operating expenses(1): | |||||
Sales and marketing | [1] | 117,899 | 84,002 | 364,530 | 245,355 |
Research and development | [1] | 55,822 | 39,683 | 158,946 | 106,232 |
General and administrative | [1] | 33,581 | 23,440 | 93,357 | 69,985 |
Total operating expenses | [1] | 207,302 | 147,125 | 616,833 | 421,572 |
Loss from operations | (28,040) | (34,499) | (135,507) | (115,151) | |
Interest and other expense, net | (11,791) | (5,949) | (21,851) | (17,143) | |
Loss before provision for income taxes | (39,831) | (40,448) | (157,358) | (132,294) | |
Provision for income taxes | 1,199 | 602 | 3,690 | 2,430 | |
Net loss | $ (41,030) | $ (41,050) | $ (161,048) | $ (134,724) | |
Earnings Per Share, Basic and Diluted | $ (0.26) | $ (0.28) | $ (1.04) | $ (0.93) | |
Net loss attributable to common stockholders - basic | $ (41,030) | $ (41,050) | $ (161,048) | $ (134,724) | |
Net loss attributable to common stockholders - diluted | $ (41,030) | $ (41,050) | $ (161,048) | $ (134,724) | |
Weighted-average shares used to compute net loss per share - basic and diluted | 156,930,506 | 146,335,519 | 154,352,037 | 144,239,844 | |
Other comprehensive loss: | |||||
Foreign currency translation adjustments | $ (2,689) | $ (6,710) | $ (3,028) | $ (6,024) | |
Unrealized gain (loss) on investments | (173) | (212) | 108 | 178 | |
Tax provision (benefit) | (62) | 0 | 39 | 0 | |
Other comprehensive loss, net of tax | (2,800) | (6,922) | (2,959) | (5,846) | |
Comprehensive loss | $ (43,830) | $ (47,972) | $ (164,007) | $ (140,570) | |
[1] | Includes stock-based compensation as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014Cost of revenues: Subscription$5,951 $3,995 $17,183 $10,896Professional services and other5,804 3,572 16,788 9,188Sales and marketing26,011 14,956 74,690 36,382Research and development18,130 11,682 51,703 29,973General and administrative9,215 7,285 29,167 21,884 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock-based compensation | $ 65,111 | $ 41,490 | $ 189,531 | $ 108,323 |
Subscription [Member] | ||||
Stock-based compensation | 5,951 | 3,995 | 17,183 | 10,896 |
Professional services and other [Member] | ||||
Stock-based compensation | 5,804 | 3,572 | 16,788 | 9,188 |
Sales and marketing [Member] | ||||
Stock-based compensation | 26,011 | 14,956 | 74,690 | 36,382 |
Research and development [Member] | ||||
Stock-based compensation | 18,130 | 11,682 | 51,703 | 29,973 |
General and administrative [Member] | ||||
Stock-based compensation | $ 9,215 | $ 7,285 | $ 29,167 | $ 21,884 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (161,048) | $ (134,724) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 43,957 | 28,734 |
Amortization of premiums on investments | 5,380 | 6,044 |
Amortization of deferred commissions | 48,055 | 36,398 |
Amortization of debt discount and issuance cost | 23,124 | 21,608 |
Stock-based compensation | 189,531 | 108,323 |
Tax benefit from exercise of stock options | (1,181) | (1,190) |
Other Operating Activities | (5,393) | (1,973) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,303) | (6,935) |
Deferred commissions | (54,168) | (47,115) |
Prepaid expenses and other assets | (8,915) | (2,386) |
Accounts payable | 8,312 | 3,892 |
Deferred Revenue | 115,812 | 92,351 |
Accrued expenses and other liabilities | 11,856 | (11,751) |
Net cash provided by operating activities | 210,019 | 91,276 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (62,588) | (45,499) |
Acquisition, net of cash acquired | (1,100) | (99,813) |
Purchases of investments | (543,167) | (360,783) |
Purchase of strategic investments | (10,000) | 0 |
Sale of investments | 242,631 | 97,807 |
Maturities of investments | 203,632 | 134,618 |
Restricted cash | (408) | (55) |
Net cash used in investing activities | (171,000) | (273,725) |
Cash flows from financing activities: | ||
Proceeds from employee stock plans | 73,347 | 54,398 |
Taxes paid related to net share settlement of equity awards | (12,603) | (494) |
Tax benefit from exercise of stock options | 1,181 | 1,190 |
Payments of financing obligation | (112) | 0 |
Net cash provided by financing activities | 61,813 | 55,094 |
Foreign currency effect on cash and cash equivalents | (4,214) | (3,862) |
Net increase (decrease) in cash and cash equivalents | 96,618 | (131,217) |
Cash and cash equivalents at beginning of period | 252,455 | 366,303 |
Cash and cash equivalents at end of period | 349,073 | 235,086 |
Supplemental disclosures of non-cash investing activities: | ||
Property and equipment included in accounts payable and accrued expenses | $ 14,381 | $ 6,220 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of the Business ServiceNow is a leading provider of cloud-based solutions that define, structure, manage and automate services across the global enterprise. By applying a service-oriented lens to the activities, tasks and processes that comprise day-to-day work life, we help the modern enterprise operate faster and be more scalable than ever before. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for fair statement of results for the interim periods presented have been included. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the year ended December 31, 2015 or for other interim periods or for future years. The condensed consolidated balance sheet as of December 31, 2014 is derived from audited financial statements as of that date, however, it does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended December 31, 2014 , which was filed with the Securities and Exchange Commission on February 27, 2015. Principles of Consolidation The condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, or GAAP, and include our accounts and the accounts of our wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Warranties and Indemnification Our cloud-based service to automate services across the global enterprise is typically warranted to perform in material conformance with its specifications. We include service-level commitments to our customers that permit those customers to receive credits in the event we fail to meet those service levels. We establish an accrual based on historical credits paid and an evaluation of the performance of our services including an assessment of the impact, if any, of any known service disruptions. Service-level credit accrual charges are recorded against revenue. The service-level credit accrual was not material as of September 30, 2015 and December 31, 2014 . We have also agreed to indemnify our directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as a director or officer of our company or that person’s services provided to any other company or enterprise at our request. We maintain director and officer insurance coverage that may enable us to recover a portion of any future amounts paid. The fair values of these obligations are not material as of each balance sheet date. Our agreements include provisions indemnifying customers against intellectual property and other third-party claims. We have not incurred any costs as a result of such indemnification obligations and have not recorded any liabilities related to such obligations in the consolidated financial statements. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued an update to ASC 606 Revenue from Contracts with Customers, or ASC 606, that will supersede virtually all existing revenue guidance. Under this update, an entity is required to recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services. As such, an entity will need to use more judgment and make more estimates than under the current guidance. This update should be applied retrospectively either to each prior reporting period presented in the financial statements, or only to the most current reporting period presented in the financial statements with a cumulative effect adjustment recorded in the retained earnings. This update is effective for our interim and annual reporting periods beginning January 1, 2018. Early adoption is permitted for us on January 1, 2017. We are currently evaluating the impact of this update on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. To simplify presentation of debt issuance costs, this new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance will become effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted. This ASU is not expected to have a material impact on our consolidated financial statements or disclosures. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2015 | |
Available-for-sale Securities [Abstract] | |
Investments | Investments Marketable securities The following is a summary of our available-for-sale investment securities, excluding those securities classified within cash and cash equivalents on the consolidated balance sheets (in thousands): September 30, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale securities: Commercial paper $ 11,356 $ 9 $ — $ 11,365 Corporate notes and bonds 618,988 85 (990 ) 618,083 Certificates of deposit 41,055 21 (3 ) 41,073 U.S. government agency securities 109,735 134 — 109,869 Total available-for-sale securities $ 781,134 $ 249 $ (993 ) $ 780,390 December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale securities: Commercial paper $ 8,195 $ 1 $ — $ 8,196 Corporate notes and bonds 554,421 56 (845 ) 553,632 Certificates of deposit 27,251 8 (2 ) 27,257 U.S. government agency securities 94,093 2 (72 ) 94,023 Total available-for-sale securities $ 683,960 $ 67 $ (919 ) $ 683,108 As of September 30, 2015 , the contractual maturities of our investments did not exceed 24 months . The fair values of available-for-sale investments, by remaining contractual maturity, are as follows (in thousands): September 30, 2015 Due in 1 year or less $ 379,878 Due in 1 year through 2 years 400,512 Total $ 780,390 We had certain available-for-sale securities in a gross unrealized loss position, substantially all of which had been in such position for less than 12 months . There were no impairments considered "other-than-temporary" as it is more likely than not we will hold the securities until maturity or a recovery of the cost basis. The following table shows the fair values and the gross unrealized losses of these available-for-sale securities aggregated by investment types (in thousands): September 30, 2015 December 31, 2014 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Corporate notes and bonds $ 401,772 $ (990 ) $ 436,140 $ (845 ) Certificates of deposit 11,802 (3 ) 7,999 (2 ) U.S. government agency securities — — 80,014 (72 ) Total $ 413,574 $ (993 ) $ 524,153 $ (919 ) Strategic investment During the nine months ended September 30, 2015 , we purchased a non-marketable equity investment in a privately-held company. This investment is accounted for under the cost method as we have less than a 20% ownership interest and we do not have the ability to exercise significant influence over the operations of the company. The carrying value of our investment was $10.0 million as of September 30, 2015 , which is included in "Other assets" on the condensed consolidated balance sheets. We monitor this non-marketable equity investment for impairment and will make an appropriate reduction in carrying value if we determine that an impairment charge is required based primarily on the financial condition and near-term prospects of the privately-held company. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis at September 30, 2015 (in thousands): Level 1 Level 2 Total Cash equivalents: Money market funds $ 160,582 $ — $ 160,582 Short-term investments: Commercial paper — 11,365 11,365 Corporate notes and bonds — 312,176 312,176 Certificates of deposit — 33,913 33,913 U.S. government agency securities — 22,424 22,424 Long-term investments: Corporate notes and bonds — 305,907 305,907 Certificates of deposit — 7,160 7,160 U.S. government agency securities — 87,445 87,445 Total $ 160,582 $ 780,390 $ 940,972 The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis at December 31, 2014 (in thousands): Level 1 Level 2 Total Cash equivalents: Money market funds $ 46,541 $ — $ 46,541 Commercial paper — 4,600 4,600 Short-term investments: Commercial paper — 8,196 8,196 Corporate notes and bonds — 342,864 342,864 Certificates of deposit — 25,258 25,258 U.S. government agency securities — 40,018 40,018 Long-term investments: Corporate notes and bonds — 210,768 210,768 Certificates of deposit — 1,999 1,999 U.S. government agency securities — 54,005 54,005 Total $ 46,541 $ 687,708 $ 734,249 We determine the fair value of our security holdings based on pricing from our service provider and market prices from industry-standard independent data providers. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill balances are presented below (in thousands): Carrying Amount Balance as of December 31, 2014 $ 55,016 Goodwill acquired 1,442 Foreign currency translation adjustments (911 ) Balance as of September 30, 2015 $ 55,547 On February 27, 2015, we completed the acquisition of Intreis, Inc., a professional services company with domain expertise in enterprise governance, risk and compliance solutions. Of the $1.6 million in total purchase consideration, $0.2 million is allocated to net tangible assets and $1.4 million is allocated to goodwill, which represents the synergies expected from the workforce integration. The goodwill balance is deductible for U.S. income tax purposes. $0.5 million of the total purchase consideration will be paid one year following the close of the acquisition. The results of operations of Intreis have been included in our condensed consolidated financial statements from the date of purchase. This business combination did not have a material impact on our consolidated financial statements, and therefore pro forma disclosures have not been presented. Intangible assets consist of the following (in thousands): September 30, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 58,605 $ (14,846 ) $ 43,759 Backlog 587 (478 ) 109 Other acquisition-related intangible assets 568 (515 ) 53 Acquisition-related intangible assets 59,760 (15,839 ) 43,921 Other intangible assets 1,075 (469 ) 606 Total intangible assets $ 60,835 $ (16,308 ) $ 44,527 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 59,895 $ (6,727 ) $ 53,168 Backlog 588 (184 ) 404 Other acquisition-related intangible assets 597 (398 ) 199 Acquisition-related intangible assets 61,080 (7,309 ) 53,771 Other intangible assets 1,075 (320 ) 755 Total intangible assets $ 62,155 $ (7,629 ) $ 54,526 Amortization expense for intangible assets for the three months ended September 30, 2015 and 2014 was approximately $2.9 million and $2.8 million , respectively, and for the nine months ended September 30, 2015 and 2014 was approximately $8.8 million and $3.7 million , respectively. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consists of the following (in thousands): September 30, December 31, 2015 2014 Computer equipment and software $ 162,672 $ 128,546 Furniture and fixtures 20,447 18,253 Leasehold improvements 17,133 14,929 Building 6,274 — Construction in progress 16,315 9,762 222,841 171,490 Less: Accumulated depreciation (90,128 ) (67,253 ) Total property and equipment, net $ 132,713 $ 104,237 During the year ended December 31, 2014, we entered into a new lease for office space in Tel Aviv, Israel. We concluded for accounting purposes, that we were considered the owner of the building during the construction period as we were responsible to fund the construction costs related to structural improvements necessary to make the space ready for use. Following completion of construction during the three months ended March 31, 2015, we concluded we retained continuing involvement to preclude de-recognition of the building. As such, we continue to account for the building as owned real estate and record a financing obligation for our obligation to the legal owner. The building will be reflected as an asset on our condensed consolidated balance sheet through May 31, 2025, the period of intended use, and depreciated on a straight-line basis over a period of approximately 39 years . Rent payments made under this lease will be recorded as interest expense and principal reduction to the financing obligation. Construction in progress consists primarily of leasehold improvements and in-process software development costs. Depreciation expense for the three months ended September 30, 2015 and 2014 was $12.2 million and $9.3 million , respectively, and for the nine months ended September 30, 2015 and 2014 was $35.1 million and $25.0 million , respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Summary Of Accrued Expenses And Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): September 30, December 31, 2015 2014 Taxes payable $ 7,326 $ 7,625 Bonuses and commissions 28,099 28,228 Accrued compensation 15,809 14,961 Other employee expenses 13,930 16,080 Other 19,517 12,603 Total accrued expenses and other current liabilities $ 84,681 $ 79,497 |
Convertible Senior Notes (Notes
Convertible Senior Notes (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Convertible Notes Payable [Abstract] | |
Notes Payable [Text Block] | Convertible Senior Notes In November 2013 , we issued 0% convertible senior notes due November 1, 2018 with an aggregate principal amount of $575 million , or the Notes. The Notes will not bear interest. The Notes mature on November 1, 2018 unless converted or repurchased in accordance with their terms prior to such date. We cannot redeem the Notes prior to maturity. The Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. Upon conversion, we may choose to pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock. We intend to settle the principal amount of the Notes with cash. The Notes are convertible up to 7.8 million shares of our common stock at an initial conversion rate of approximately 13.54 shares of common stock per $1,000 principal amount, which is equal to an initial conversion price of approximately $73.88 per share of common stock, subject to adjustment. Holders of the Notes may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding July 1, 2018 , only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2014 (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 the 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 on each applicable trading day; • during the five business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of the Notes 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 on each such trading day; or • upon the occurrence of specified corporate events. On or after July 1, 2018 , a holder may convert all or any portion of its notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The conversion price will be subject to adjustment in some events. Holders of the Notes who convert their notes in connection with certain corporate events that constitute a “make-whole fundamental change” are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a “fundamental change,” holders of the Notes may require us to purchase with cash all or a portion of the Notes upon the occurrence of a fundamental change, at a purchase price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest. In accounting for the issuance of the Notes, we separated the Notes into liability and equity components. The carrying cost of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Notes. The difference between the principal amount of the Notes and the proceeds allocated to the liability component, or the debt discount, is amortized to interest expense using the effective interest method over the term of the Note. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the transaction costs related to the issuance of the Notes, we allocated the total amount incurred to the liability and equity components based on their relative fair values. Transaction costs attributable to the liability component are being amortized to interest expense over the term of the Notes, and transaction costs attributable to the equity component were netted with the equity component of the Notes in stockholders’ equity. The Notes consisted of the following (in thousands): September 30, 2015 December 31, 2014 Liability: Principal $ 575,000 $ 575,000 Less: debt discount, net of amortization (108,169 ) (131,236 ) Net carrying amount $ 466,831 $ 443,764 We consider the fair value of the Notes at September 30, 2015 and December 31, 2014 to be a Level 2 measurement. The estimated fair values of the Notes were $650.6 million and $653.3 million at September 30, 2015 and December 31, 2014 , respectively. The fair value was determined based on the closing trading price per $100 of the Notes on September 30, 2015 . The Notes were not convertible as of September 30, 2015 and December 31, 2014 . As of September 30, 2015 , the remaining life of the Notes is 37 months. The following table sets forth total interest expense recognized related to the Notes (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Amortization of debt issuance cost $ 420 $ 393 $ 1,240 $ 1,158 Amortization of debt discount 7,419 6,932 21,884 20,450 Total $ 7,839 $ 7,325 $ 23,124 $ 21,608 Effective interest rate of the liability component 6.5% Note Hedge To minimize the impact of potential economic dilution upon conversion of the Notes, we entered into convertible note hedge transactions, or the Note Hedge, with respect to our common stock concurrent with the issuance of the Notes. The Note Hedge covers approximately 7.8 million shares of our common stock at a strike price per share that corresponds to the initial conversion price of the Notes, subject to adjustment, and is exercisable upon conversion of the Notes. We paid an aggregate amount of $135.8 million for the Note Hedge. The Note Hedge will expire upon maturity of the Notes. The Note Hedge is intended to reduce the potential economic dilution upon conversion of the Notes in the event that the fair value per share of our common stock at the time of exercise is greater than the conversion price of the Notes. The Note Hedge is a separate transaction and is not part of the terms of the Notes. The Note Hedge does not impact earnings per share, as it was entered into to offset any dilution from the Notes. Warrants Separately, we entered into warrant transactions, or the Warrants, whereby we sold warrants to acquire up to 7.8 million shares of our common stock, at a strike price of $107.46 per share, subject to adjustment. We received aggregate proceeds of $84.5 million from the sale of the Warrants. If the average market value per share of our common stock for the reporting period, as measured under the Warrants, exceeds the strike price of the Warrants, the Warrants will have a dilutive effect on our earnings per share. The Warrants are separate transactions and are not remeasured through earnings each reporting period. The Warrants are not part of the Notes or the Note Hedge, and have been accounted for as part of additional paid-in capital. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss, net of tax, consist of the following (in thousands): September 30, December 31, 2015 2014 Foreign currency translation adjustment $ (14,289 ) $ (11,261 ) Net unrealized loss on investments (783 ) (852 ) Accumulated other comprehensive loss $ (15,072 ) $ (12,113 ) Reclassification adjustments out of accumulated other comprehensive loss into net loss were immaterial for all periods presented. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Common Stock Outstanding And Reserved Shares Of Common Stock For Future Issuance [Abstract] | |
Common Stock | Stockholders' Equity Common Stock We were authorized to issue 600,000,000 shares of common stock as of September 30, 2015 . Holders of our common stock are not entitled to receive dividends unless declared by our board of directors. As of September 30, 2015 , we had 158,095,325 shares of common stock outstanding and had reserved shares of common stock for future issuance as follows: September 30, 2015 Stock option plans: Options outstanding 10,235,318 RSUs 12,716,479 Stock awards available for future grants: 2012 Equity Incentive Plan (1) 16,683,799 2012 Employee Stock Purchase Plan (1) 7,561,621 Total reserved shares of common stock for future issuance 47,197,217 (1) Refer to Note 11 for a description of these plans. During the nine months ended September 30, 2015 and 2014 , we issued a total of 8,586,233 shares and 7,078,520 shares, respectively, from stock option exercises, vesting of restricted stock units, or RSUs, and purchases from the employee stock purchase plan, or ESPP. |
Stock Awards
Stock Awards | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Awards | Stock Awards We have a 2005 Stock Option Plan, or 2005 Plan, which provides for grants of stock awards, including options to purchase shares of common stock, stock purchase rights and RSUs to certain employees, officers, directors and consultants. Our 2012 Equity Incentive Plan, or 2012 Plan, provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, RSUs, performance-based stock awards and other forms of equity compensation, or collectively, stock awards. In addition, the 2012 Plan provides for the grant of performance cash awards. Incentive stock options may be granted only to employees. All other awards may be granted to employees, including officers, as well as directors and consultants. The share reserve may increase to the extent outstanding stock options under the 2005 Plan expire or terminate unexercised. The share reserve also automatically increases on January 1 of each year until January 1, 2022, by up to 5% of the total number of shares of common stock outstanding on December 31 of the preceding year as determined by the board of directors. On January 1, 2015 , 7,475,454 shares of common stock were automatically added to the 2012 Plan pursuant to the provision described in the preceding sentence. Our 2012 Employee Stock Purchase Plan, or 2012 ESPP, authorizes the issuance of shares of common stock pursuant to purchase rights granted to our employees. The number of shares of common stock reserved for issuance automatically increases on January 1 of each year until January 1, 2022, by up to 1% of the total number of shares of common stock outstanding on December 31 of the preceding year as determined by the board of directors. The price at which common stock is purchased under the 2012 ESPP is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. Offering periods are six months long and begin on February 1 and August 1 of each year. On January 1, 2015 , 1,495,090 shares of common stock were automatically added to the 2012 ESPP pursuant to the provision described in the preceding sentence. Stock Options A summary of the stock option activity for the nine months ended September 30, 2015 is as follows: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2014 15,897,422 $ 11.96 Granted 251,048 75.00 Exercised (5,718,791 ) 8.51 $ 381,313 Canceled (194,361 ) 21.36 Outstanding at September 30, 2015 10,235,318 $ 15.25 6.32 $ 556,150 Vested and expected to vest as of September 30, 2015 10,086,362 $ 14.68 6.29 $ 553,645 Vested and exercisable as of September 30, 2015 8,043,491 $ 8.52 5.93 $ 490,060 Aggregate intrinsic value represents the difference between the estimated fair value of our common stock and the exercise price of outstanding, in-the-money options. The weighted-average grant date fair value per share of options granted was $32.90 for the nine months ended September 30, 2015 . The total fair value of shares vested was $28.2 million for the nine months ended September 30, 2015 . As of September 30, 2015 , total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options was approximately $35.9 million . The weighted-average remaining vesting period of unvested stock options at September 30, 2015 was 2.24 years . RSUs A summary of RSU activity for the nine months ended September 30, 2015 is as follows: Number of Shares Weighted Average Grant Date Fair Value (Per Share) Aggregate Fair Value (in thousands) Non-vested and outstanding at December 31, 2014 9,941,074 $ 51.19 Granted 6,260,298 73.04 Vested (2,574,530 ) 47.75 $ 193,700 Forfeited (910,363 ) 59.10 Non-vested and outstanding at September 30, 2015 12,716,479 $ 62.08 $ 883,159 Expected to vest as of September 30, 2015 10,647,480 $ 739,467 RSUs granted under the 2005 Plan and the 2012 Plan to employees generally vest annually over a four -year period. As of September 30, 2015 , total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs was approximately $543.9 million and the weighted-average remaining vesting period was 3.01 years . |
Interest and other expense, net
Interest and other expense, net (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Interest and Other Income/(Expense), Net [Abstract] | |
Other Nonoperating Income and Expense [Text Block] | Interest and other expense, net The components of interest and other expense, net, consist of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Interest expense related to the Notes $ (7,839 ) $ (7,325 ) $ (23,124 ) $ (21,608 ) Interest income 1,252 730 3,274 2,132 Foreign currency exchange gain/(loss) (5,063 ) 655 (1,771 ) 2,336 Other (141 ) (9 ) (230 ) (3 ) Interest and other expense, net $ (11,791 ) $ (5,949 ) $ (21,851 ) $ (17,143 ) |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator: Net loss $ (41,030 ) $ (41,050 ) $ (161,048 ) $ (134,724 ) Denominator: Weighted-average shares outstanding—basic and diluted 156,930,506 146,335,519 154,352,037 144,239,844 Net loss per share: Basic $ (0.26 ) $ (0.28 ) $ (1.04 ) $ (0.93 ) Diluted $ (0.26 ) $ (0.28 ) $ (1.04 ) $ (0.93 ) Potentially dilutive securities that are not included in the calculation of diluted net loss per share because doing so would be antidilutive are as follows: September 30, 2015 2014 Common stock options 10,235,318 17,824,088 Restricted stock units 12,716,479 9,410,497 Common stock subject to repurchase — 29,712 ESPP obligations 270,426 280,355 Convertible senior notes 7,783,023 7,783,023 Warrants related to the issuance of convertible senior notes 7,783,023 7,783,023 Total potentially dilutive securities 38,788,269 43,110,698 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We compute our provision for income taxes by applying the estimated annual effective tax rate to year-to-date loss from recurring operations and adjust the provision for discrete tax items recorded in the period. Our effective tax rate for the three and nine months ended September 30, 2015 was (3)% and (2)% , respectively, which was lower than the U.S. federal statutory tax rate of 34% . The lower tax rate was primarily attributable to our loss from operations, the foreign tax rate differential, non-deductible expenses arising from stock-based compensation and the tax effects of unrealized gains in investment securities. Our effective tax rate for the three and nine months ended September 30, 2014 was (1)% and (2)% , respectively, which was lower than the federal statutory tax rate of 34% . The lower tax rate was primarily attributable to our loss from operations, the foreign tax rate differential, and non-deductible expenses arising from stock-based compensation. We are subject to taxation in the United States and foreign jurisdictions. As of September 30, 2015 , our tax years 2005 to 2014 remain subject to examination in most jurisdictions. We are currently appealing the results of the examination by the U.S. Internal Revenue Service for the June 30, 2011 and December 31, 2011 tax years. There are differing interpretations of tax laws and regulations, and as a result, disputes may arise with tax authorities involving issues of the timing and amount of deductions and allocations of income among various tax jurisdictions. We periodically evaluate our exposures associated with our tax filing positions. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations, and we do not anticipate a significant impact to our gross unrecognized tax benefits within the next 12 months related to these years. Although the timing of the resolution, settlement, and closure of any audit is highly uncertain, it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. However, given the number of years that remain subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases We lease facilities for data center capacity and office space under non-cancelable operating lease agreements with various expiration dates. There have been no material changes in our commitments under contractual obligations, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014 . Legal Proceedings From time to time, we are party to litigation and other legal proceedings in the ordinary course of business. While the results of any litigation or other legal proceedings are uncertain, management does not believe the ultimate resolution of any pending legal matters is likely to have a material adverse effect on our financial position, results of operations or cash flows, except as discussed below and for those matters for which we have recorded a loss contingency. We accrue for loss contingencies when it is both probable that we will incur the loss and when we can reasonably estimate the amount of the loss or range of loss. Generally, our subscription agreements require us to defend our customers for third-party intellectual property infringement and other claims. Any adverse determination related to intellectual property claims or other litigation could prevent us from offering our services and adversely affect our financial condition and results of operations. On February 6, 2014, Hewlett-Packard Company filed a lawsuit against us in the U.S. District Court for the Northern District of California that alleges that some of our services infringe the claims of eight Hewlett-Packard patents. Hewlett-Packard is seeking unspecified damages and an injunction. We filed an answer to the complaint on March 28, 2014 denying the allegations and asserting various affirmative defenses. The parties are currently conducting discovery. Hewlett-Packard served infringement contentions on July 3, 2014 and November 18, 2014. We served invalidity contentions on January 9, 2015. On March 10, 2015, the court granted our motion for summary judgment, finding that the asserted claims of four of the eight asserted Hewlett-Packard patents are invalid for failing to claim patentable subject matter. The United States Patent and Trademark Office has instituted inter partes review of four of the asserted patents. On October 13, 2015, the court granted in part our renewed motion for a stay of litigation, staying all proceedings as to two of the four remaining asserted patents pending final decisions from the United States Patent and Trademark Office on our petitions for inter partes review. A claim construction hearing for the two asserted patents not subject to the court’s stay is scheduled for December 18, 2015. The trial is currently scheduled to begin on May 22, 2017. On September 23, 2014, BMC Software, Inc. filed a lawsuit against us in the U.S. District Court for the Eastern District of Texas that alleges that some of our services willfully infringe the claims of seven BMC patents. BMC is seeking unspecified damages and an injunction. BMC served infringement contentions on January 6, 2015. We served invalidity contentions on March 3, 2015. We filed an answer to the complaint on June 1, 2015 denying the allegations and asserting various affirmative defenses. A claim construction hearing occurred on July 10, 2015, followed by the court’s claim construction order on August 13, 2015. The parties are currently conducting expert discovery. The trial is currently scheduled to begin on March 14, 2016. We have filed petitions for inter partes review of six of the asserted patents, challenging the validity of the patents with the United States Patent and Trademark Office. We intend to vigorously defend these lawsuits. These litigation matters are still in their early stages and the final outcome, including our liability, if any, with respect to the claims in the lawsuits, is uncertain. If an unfavorable outcome were to occur in either litigation, the impact could be material to our business, financial condition, cash flow or results of operations, depending on the specific circumstances of the outcome. We cannot make a reasonable estimate of the potential loss or range of loss, if any, arising from these matters. |
Information about Geographic Ar
Information about Geographic Areas | 9 Months Ended |
Sep. 30, 2015 | |
Segments, Geographical Areas [Abstract] | |
Information about Geographic Areas | Information about Geographic Areas Revenues by geographic area, based on the location of our users, were as follows for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenues by geography: North America (1) $ 181,293 $ 120,435 $ 504,326 $ 329,660 EMEA (2) 61,663 46,521 165,996 125,021 Asia Pacific and other 18,194 11,756 49,508 29,878 Total revenues $ 261,150 $ 178,712 $ 719,830 $ 484,559 Long-lived assets by geographic area were as follows (in thousands): September 30, December 31, 2015 2014 Long-lived assets: North America (3) $ 94,003 $ 66,489 EMEA (2) 29,725 27,032 Asia Pacific and other 8,985 10,716 Total long-lived assets $ 132,713 $ 104,237 (1) Revenues attributed to the United States were approximately 95% of North America revenues for the three and nine months ended September 30, 2015 , and 94% for the three months and nine months ended September 30, 2014 . (2) Europe, the Middle East and Africa (3) Long-lived assets attributed to the United States were approximately 99% and 97% of North America long-lived assets as of September 30, 2015 and December 31, 2014 , respectively. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for fair statement of results for the interim periods presented have been included. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the year ended December 31, 2015 or for other interim periods or for future years. The condensed consolidated balance sheet as of December 31, 2014 is derived from audited financial statements as of that date, however, it does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended December 31, 2014 , which was filed with the Securities and Exchange Commission on February 27, 2015. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, or GAAP, and include our accounts and the accounts of our wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Warranties and Indemnification | Warranties and Indemnification Our cloud-based service to automate services across the global enterprise is typically warranted to perform in material conformance with its specifications. We include service-level commitments to our customers that permit those customers to receive credits in the event we fail to meet those service levels. We establish an accrual based on historical credits paid and an evaluation of the performance of our services including an assessment of the impact, if any, of any known service disruptions. Service-level credit accrual charges are recorded against revenue. The service-level credit accrual was not material as of September 30, 2015 and December 31, 2014 . We have also agreed to indemnify our directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as a director or officer of our company or that person’s services provided to any other company or enterprise at our request. We maintain director and officer insurance coverage that may enable us to recover a portion of any future amounts paid. The fair values of these obligations are not material as of each balance sheet date. Our agreements include provisions indemnifying customers against intellectual property and other third-party claims. We have not incurred any costs as a result of such indemnification obligations and have not recorded any liabilities related to such obligations in the consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued an update to ASC 606 Revenue from Contracts with Customers, or ASC 606, that will supersede virtually all existing revenue guidance. Under this update, an entity is required to recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services. As such, an entity will need to use more judgment and make more estimates than under the current guidance. This update should be applied retrospectively either to each prior reporting period presented in the financial statements, or only to the most current reporting period presented in the financial statements with a cumulative effect adjustment recorded in the retained earnings. This update is effective for our interim and annual reporting periods beginning January 1, 2018. Early adoption is permitted for us on January 1, 2017. We are currently evaluating the impact of this update on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. To simplify presentation of debt issuance costs, this new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance will become effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted. This ASU is not expected to have a material impact on our consolidated financial statements or disclosures. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Available-for-sale Securities [Abstract] | |
Summary of Investments | The following is a summary of our available-for-sale investment securities, excluding those securities classified within cash and cash equivalents on the consolidated balance sheets (in thousands): September 30, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale securities: Commercial paper $ 11,356 $ 9 $ — $ 11,365 Corporate notes and bonds 618,988 85 (990 ) 618,083 Certificates of deposit 41,055 21 (3 ) 41,073 U.S. government agency securities 109,735 134 — 109,869 Total available-for-sale securities $ 781,134 $ 249 $ (993 ) $ 780,390 December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale securities: Commercial paper $ 8,195 $ 1 $ — $ 8,196 Corporate notes and bonds 554,421 56 (845 ) 553,632 Certificates of deposit 27,251 8 (2 ) 27,257 U.S. government agency securities 94,093 2 (72 ) 94,023 Total available-for-sale securities $ 683,960 $ 67 $ (919 ) $ 683,108 |
Investments Classified by Contractual Maturity Date | The fair values of available-for-sale investments, by remaining contractual maturity, are as follows (in thousands): September 30, 2015 Due in 1 year or less $ 379,878 Due in 1 year through 2 years 400,512 Total $ 780,390 |
Fair Values and Gross Unrealized Losses of Available-for-Sale Securities Aggregated by Investment Category | The following table shows the fair values and the gross unrealized losses of these available-for-sale securities aggregated by investment types (in thousands): September 30, 2015 December 31, 2014 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Corporate notes and bonds $ 401,772 $ (990 ) $ 436,140 $ (845 ) Certificates of deposit 11,802 (3 ) 7,999 (2 ) U.S. government agency securities — — 80,014 (72 ) Total $ 413,574 $ (993 ) $ 524,153 $ (919 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis at September 30, 2015 (in thousands): Level 1 Level 2 Total Cash equivalents: Money market funds $ 160,582 $ — $ 160,582 Short-term investments: Commercial paper — 11,365 11,365 Corporate notes and bonds — 312,176 312,176 Certificates of deposit — 33,913 33,913 U.S. government agency securities — 22,424 22,424 Long-term investments: Corporate notes and bonds — 305,907 305,907 Certificates of deposit — 7,160 7,160 U.S. government agency securities — 87,445 87,445 Total $ 160,582 $ 780,390 $ 940,972 The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis at December 31, 2014 (in thousands): Level 1 Level 2 Total Cash equivalents: Money market funds $ 46,541 $ — $ 46,541 Commercial paper — 4,600 4,600 Short-term investments: Commercial paper — 8,196 8,196 Corporate notes and bonds — 342,864 342,864 Certificates of deposit — 25,258 25,258 U.S. government agency securities — 40,018 40,018 Long-term investments: Corporate notes and bonds — 210,768 210,768 Certificates of deposit — 1,999 1,999 U.S. government agency securities — 54,005 54,005 Total $ 46,541 $ 687,708 $ 734,249 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill balances are presented below (in thousands): Carrying Amount Balance as of December 31, 2014 $ 55,016 Goodwill acquired 1,442 Foreign currency translation adjustments (911 ) Balance as of September 30, 2015 $ 55,547 |
Schedule of Intangible Assets | Intangible assets consist of the following (in thousands): September 30, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 58,605 $ (14,846 ) $ 43,759 Backlog 587 (478 ) 109 Other acquisition-related intangible assets 568 (515 ) 53 Acquisition-related intangible assets 59,760 (15,839 ) 43,921 Other intangible assets 1,075 (469 ) 606 Total intangible assets $ 60,835 $ (16,308 ) $ 44,527 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 59,895 $ (6,727 ) $ 53,168 Backlog 588 (184 ) 404 Other acquisition-related intangible assets 597 (398 ) 199 Acquisition-related intangible assets 61,080 (7,309 ) 53,771 Other intangible assets 1,075 (320 ) 755 Total intangible assets $ 62,155 $ (7,629 ) $ 54,526 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consists of the following (in thousands): September 30, December 31, 2015 2014 Computer equipment and software $ 162,672 $ 128,546 Furniture and fixtures 20,447 18,253 Leasehold improvements 17,133 14,929 Building 6,274 — Construction in progress 16,315 9,762 222,841 171,490 Less: Accumulated depreciation (90,128 ) (67,253 ) Total property and equipment, net $ 132,713 $ 104,237 |
Accrued Expenses and Other Cu27
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Summary Of Accrued Expenses And Other Current Liabilities [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): September 30, December 31, 2015 2014 Taxes payable $ 7,326 $ 7,625 Bonuses and commissions 28,099 28,228 Accrued compensation 15,809 14,961 Other employee expenses 13,930 16,080 Other 19,517 12,603 Total accrued expenses and other current liabilities $ 84,681 $ 79,497 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Convertible Notes Payable [Abstract] | |
Schedule of Convertible Notes | The Notes consisted of the following (in thousands): September 30, 2015 December 31, 2014 Liability: Principal $ 575,000 $ 575,000 Less: debt discount, net of amortization (108,169 ) (131,236 ) Net carrying amount $ 466,831 $ 443,764 |
Interest Expense Recognized Related to the Notes | The following table sets forth total interest expense recognized related to the Notes (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Amortization of debt issuance cost $ 420 $ 393 $ 1,240 $ 1,158 Amortization of debt discount 7,419 6,932 21,884 20,450 Total $ 7,839 $ 7,325 $ 23,124 $ 21,608 Effective interest rate of the liability component 6.5% |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive loss, net of tax, consist of the following (in thousands): September 30, December 31, 2015 2014 Foreign currency translation adjustment $ (14,289 ) $ (11,261 ) Net unrealized loss on investments (783 ) (852 ) Accumulated other comprehensive loss $ (15,072 ) $ (12,113 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Common Stock Outstanding And Reserved Shares Of Common Stock For Future Issuance [Abstract] | |
Common Stock Outstanding and Reserved Shares of Common Stock for Future Issuance | As of September 30, 2015 , we had 158,095,325 shares of common stock outstanding and had reserved shares of common stock for future issuance as follows: September 30, 2015 Stock option plans: Options outstanding 10,235,318 RSUs 12,716,479 Stock awards available for future grants: 2012 Equity Incentive Plan (1) 16,683,799 2012 Employee Stock Purchase Plan (1) 7,561,621 Total reserved shares of common stock for future issuance 47,197,217 (1) Refer to Note 11 for a description of these plans. |
Stock Awards (Tables)
Stock Awards (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | A summary of the stock option activity for the nine months ended September 30, 2015 is as follows: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2014 15,897,422 $ 11.96 Granted 251,048 75.00 Exercised (5,718,791 ) 8.51 $ 381,313 Canceled (194,361 ) 21.36 Outstanding at September 30, 2015 10,235,318 $ 15.25 6.32 $ 556,150 Vested and expected to vest as of September 30, 2015 10,086,362 $ 14.68 6.29 $ 553,645 Vested and exercisable as of September 30, 2015 8,043,491 $ 8.52 5.93 $ 490,060 |
Schedule of Restricted Stock Unit Activity | A summary of RSU activity for the nine months ended September 30, 2015 is as follows: Number of Shares Weighted Average Grant Date Fair Value (Per Share) Aggregate Fair Value (in thousands) Non-vested and outstanding at December 31, 2014 9,941,074 $ 51.19 Granted 6,260,298 73.04 Vested (2,574,530 ) 47.75 $ 193,700 Forfeited (910,363 ) 59.10 Non-vested and outstanding at September 30, 2015 12,716,479 $ 62.08 $ 883,159 Expected to vest as of September 30, 2015 10,647,480 $ 739,467 |
Interest and other expense, n32
Interest and other expense, net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Interest and Other Income/(Expense), Net [Abstract] | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | The components of interest and other expense, net, consist of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Interest expense related to the Notes $ (7,839 ) $ (7,325 ) $ (23,124 ) $ (21,608 ) Interest income 1,252 730 3,274 2,132 Foreign currency exchange gain/(loss) (5,063 ) 655 (1,771 ) 2,336 Other (141 ) (9 ) (230 ) (3 ) Interest and other expense, net $ (11,791 ) $ (5,949 ) $ (21,851 ) $ (17,143 ) |
Net Loss Per Share Attributab33
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator: Net loss $ (41,030 ) $ (41,050 ) $ (161,048 ) $ (134,724 ) Denominator: Weighted-average shares outstanding—basic and diluted 156,930,506 146,335,519 154,352,037 144,239,844 Net loss per share: Basic $ (0.26 ) $ (0.28 ) $ (1.04 ) $ (0.93 ) Diluted $ (0.26 ) $ (0.28 ) $ (1.04 ) $ (0.93 ) |
Summary of Potentially Dilutive Securities | Potentially dilutive securities that are not included in the calculation of diluted net loss per share because doing so would be antidilutive are as follows: September 30, 2015 2014 Common stock options 10,235,318 17,824,088 Restricted stock units 12,716,479 9,410,497 Common stock subject to repurchase — 29,712 ESPP obligations 270,426 280,355 Convertible senior notes 7,783,023 7,783,023 Warrants related to the issuance of convertible senior notes 7,783,023 7,783,023 Total potentially dilutive securities 38,788,269 43,110,698 |
Information about Geographic 34
Information about Geographic Areas (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segments, Geographical Areas [Abstract] | |
Revenues by Geographic Area, Based on Billing Location of Customer | Revenues by geographic area, based on the location of our users, were as follows for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenues by geography: North America (1) $ 181,293 $ 120,435 $ 504,326 $ 329,660 EMEA (2) 61,663 46,521 165,996 125,021 Asia Pacific and other 18,194 11,756 49,508 29,878 Total revenues $ 261,150 $ 178,712 $ 719,830 $ 484,559 |
Schedule of Long Lived Assets by Geographic Area | Long-lived assets by geographic area were as follows (in thousands): September 30, December 31, 2015 2014 Long-lived assets: North America (3) $ 94,003 $ 66,489 EMEA (2) 29,725 27,032 Asia Pacific and other 8,985 10,716 Total long-lived assets $ 132,713 $ 104,237 (1) Revenues attributed to the United States were approximately 95% of North America revenues for the three and nine months ended September 30, 2015 , and 94% for the three months and nine months ended September 30, 2014 . (2) Europe, the Middle East and Africa (3) Long-lived assets attributed to the United States were approximately 99% and 97% of North America long-lived assets as of September 30, 2015 and December 31, 2014 , respectively. |
Investments - Summary of Invest
Investments - Summary of Investments (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 781,134 | $ 683,960 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 249 | 67 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (993) | (919) |
Available-for-sale Securities | $ 780,390 | 683,108 |
Available For Sale Securities Maturities Term Maximum | 24 months | |
Short-term investments | $ 379,878 | 416,336 |
Long-term investments | 400,512 | 266,772 |
Commercial Paper [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 11,356 | 8,195 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 9 | 1 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 | 0 |
Available-for-sale Securities | 11,365 | 8,196 |
Corporate notes and bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 618,988 | 554,421 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 85 | 56 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (990) | (845) |
Available-for-sale Securities | 618,083 | 553,632 |
Certificates of Deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 41,055 | 27,251 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 21 | 8 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (3) | (2) |
Available-for-sale Securities | 41,073 | 27,257 |
U.S. government agency securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 109,735 | 94,093 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 134 | 2 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 | (72) |
Available-for-sale Securities | $ 109,869 | $ 94,023 |
Investments - Fair Values and G
Investments - Fair Values and Gross Unrealized Losses of Available-for-Sale Securities Aggregated by Investment Category (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 413,574 | $ 524,153 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (993) | (919) |
Corporate notes and bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 401,772 | 436,140 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (990) | (845) |
Certificates of Deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 11,802 | 7,999 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (3) | (2) |
US Government Agencies Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 0 | 80,014 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | $ 0 | $ (72) |
Investments - Additional Inform
Investments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Available-for-sale Securities [Abstract] | |
Available for sale, gross unrealized term held | 12 months |
Other-than-temporary impairments considered | $ 0 |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 20.00% |
Other Investment Not Readily Marketable, Fair Value | $ 10,000,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 780,390 | $ 683,108 |
Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 11,365 | 8,196 |
Corporate notes and bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 618,083 | 553,632 |
Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 41,073 | 27,257 |
US Government Agencies Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 109,869 | 94,023 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 160,582 | 46,541 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 780,390 | 687,708 |
Estimate of Fair Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 940,972 | 734,249 |
Cash Equivalents [Member] | Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 160,582 | 46,541 |
Cash Equivalents [Member] | Level 1 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Cash Equivalents [Member] | Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Cash Equivalents [Member] | Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 4,600 | |
Cash Equivalents [Member] | Estimate of Fair Value Measurement [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 160,582 | 46,541 |
Cash Equivalents [Member] | Estimate of Fair Value Measurement [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 4,600 | |
Short-term Investments [Member] | Level 1 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Short-term Investments [Member] | Level 1 [Member] | Corporate notes and bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Short-term Investments [Member] | Level 1 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Short-term Investments [Member] | Level 1 [Member] | US Government Agencies Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Short-term Investments [Member] | Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 11,365 | 8,196 |
Short-term Investments [Member] | Level 2 [Member] | Corporate notes and bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 312,176 | 342,864 |
Short-term Investments [Member] | Level 2 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 33,913 | 25,258 |
Short-term Investments [Member] | Level 2 [Member] | US Government Agencies Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 22,424 | 40,018 |
Short-term Investments [Member] | Estimate of Fair Value Measurement [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 11,365 | 8,196 |
Short-term Investments [Member] | Estimate of Fair Value Measurement [Member] | Corporate notes and bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 312,176 | 342,864 |
Short-term Investments [Member] | Estimate of Fair Value Measurement [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 33,913 | 25,258 |
Short-term Investments [Member] | Estimate of Fair Value Measurement [Member] | US Government Agencies Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 22,424 | 40,018 |
Other Long-term Investments [Member] | Level 1 [Member] | Corporate notes and bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Other Long-term Investments [Member] | Level 1 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Other Long-term Investments [Member] | Level 1 [Member] | US Government Agencies Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Other Long-term Investments [Member] | Level 2 [Member] | Corporate notes and bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 305,907 | 210,768 |
Other Long-term Investments [Member] | Level 2 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 7,160 | 1,999 |
Other Long-term Investments [Member] | Level 2 [Member] | US Government Agencies Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 87,445 | 54,005 |
Other Long-term Investments [Member] | Estimate of Fair Value Measurement [Member] | Corporate notes and bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 305,907 | 210,768 |
Other Long-term Investments [Member] | Estimate of Fair Value Measurement [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 7,160 | 1,999 |
Other Long-term Investments [Member] | Estimate of Fair Value Measurement [Member] | US Government Agencies Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 87,445 | $ 54,005 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 55,016 | |
Goodwill, Acquired During Period | 1,442 | |
Foreign currency translation adjustments | (911) | |
Goodwill, end of period | 55,547 | |
Business Acquisition [Line Items] | ||
Total Purchase Consideration to Acquire Businesses, Net of Cash Acquired | 1,600 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 200 | |
Acquisition, net of cash acquired | 1,100 | $ 99,813 |
One Year After Aquisition Date [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition, net of cash acquired | $ 500 | |
Payment Period to Acquire Business | 1 year |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 60,835 | $ 60,835 | $ 62,155 | ||
Accumulated Amortization | (16,308) | (16,308) | (7,629) | ||
Intangible assets, net | 44,527 | 44,527 | 54,526 | ||
Amortization expense | 2,900 | $ 2,800 | 8,800 | $ 3,700 | |
Developed Technology Rights [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 58,605 | 58,605 | 59,895 | ||
Accumulated Amortization | (14,846) | (14,846) | (6,727) | ||
Intangible assets, net | 43,759 | 43,759 | 53,168 | ||
Order or Production Backlog [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 587 | 587 | 588 | ||
Accumulated Amortization | (478) | (478) | (184) | ||
Intangible assets, net | 109 | 109 | 404 | ||
Other acquisition-related intangible assets [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 568 | 568 | 597 | ||
Accumulated Amortization | (515) | (515) | (398) | ||
Intangible assets, net | 53 | 53 | 199 | ||
Acquisition related intangible asset [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 59,760 | 59,760 | 61,080 | ||
Accumulated Amortization | (15,839) | (15,839) | (7,309) | ||
Intangible assets, net | 43,921 | 43,921 | 53,771 | ||
Other Intangible Assets [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 1,075 | 1,075 | 1,075 | ||
Accumulated Amortization | (469) | (469) | (320) | ||
Intangible assets, net | $ 606 | $ 606 | $ 755 |
Property and Equipment Property
Property and Equipment Property, Plant and Equipment (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, Gross | $ 222,841,000 | $ 222,841,000 | $ 171,490,000 | ||
Less: accumulated depreciation | (90,128,000) | (90,128,000) | (67,253,000) | ||
Total property and equipment, net | 132,713,000 | 132,713,000 | 104,237,000 | ||
Depreciation | 12,161,000 | $ 9,329,000 | $ 35,075,000 | $ 25,046,000 | |
Tel Aviv Office Lease [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 39 years | ||||
Computer Equipment And Software [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, Gross | 162,672,000 | $ 162,672,000 | 128,546,000 | ||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, Gross | 20,447,000 | 20,447,000 | 18,253,000 | ||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, Gross | 17,133,000 | 17,133,000 | 14,929,000 | ||
Building [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, Gross | 6,274,000 | 6,274,000 | 0 | ||
Construction in Progress [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, Gross | $ 16,315,000 | $ 16,315,000 | $ 9,762,000 |
Accrued Expenses and Other Cu42
Accrued Expenses and Other Current Liabilities - (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Disclosure Summary Of Accrued Expenses And Other Current Liabilities [Abstract] | ||
Taxes Payable, Current | $ 7,326 | $ 7,625 |
Bonuses and commissions | 28,099 | 28,228 |
Accrued compensation | 15,809 | 14,961 |
Other employee expenses | 13,930 | 16,080 |
Other | 19,517 | 12,603 |
Accrued expenses and other current liabilities | $ 84,681 | $ 79,497 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Nov. 06, 2013 | Nov. 01, 2013 | |
Debt Conversion [Line Items] | |||||||
Convertible Debt, Fair Value Disclosures | $ 650,600,000 | $ 650,600,000 | $ 653,300,000 | ||||
Amortization of Debt Discount (Premium) | 7,419,000 | $ 6,932,000 | 21,884,000 | $ 20,450,000 | |||
Notes face amount | $ 1,000 | ||||||
Contractual interest rate - Notes | 0.00% | ||||||
Notes Maturity Date | Nov. 1, 2018 | ||||||
Notes, par value | 575,000,000 | $ 575,000,000 | $ 575,000,000 | $ 575,000,000 | |||
Converted number of shares | 7.8 | ||||||
Conversion rate | 13.54 | ||||||
Initial conversion price, per share | $ 73.88 | ||||||
Terms of conversion feature | July 1, 2018 | ||||||
Earliest date of conversion | Mar. 31, 2014 | ||||||
Percentage of purchase price of Notes which should be paid upon fundamental change | 100.00% | ||||||
Remaining life of the Notes | 37 months | ||||||
Amortization of debt discount and issuance cost | $ 7,839,000 | $ 7,325,000 | $ 23,124,000 | $ 21,608,000 | |||
Noted Hedged shares of common stock covered | 7.8 | ||||||
Purchase of convertible note hedge | $ 135,800,000 | ||||||
Issuance of warrants (in shares) | 7.8 | 7.8 | |||||
Exercise price of warrants issued (USD per share) | $ 107.46 | ||||||
Proceeds from issuance of warrants | $ 84,500,000 | ||||||
Calendar Quarter End [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Number of days out of 30 that common stock price exceeded conversion price, days | 20 days | ||||||
Number of consecutive trading days in a period | 30 days | ||||||
Calendar Quarter End [Member] | Minimum [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Threshold percentage of stock price trigger | 130.00% | ||||||
Measurement Period [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Number of days out of 30 that common stock price exceeded conversion price, days | 5 days | ||||||
Number of consecutive trading days in a period | 5 days | ||||||
Notes face amount | $ 1,000 | ||||||
Measurement Period [Member] | Maximum [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Threshold percentage of stock price trigger | 98.00% |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Nov. 01, 2013 |
Convertible Notes Payable [Abstract] | |||
Notes, par value | $ 575,000,000 | $ 575,000,000 | $ 575,000,000 |
Less: debt discount net of amortization | (108,169,000) | (131,236,000) | |
Convertible senior notes, net | $ 466,831,000 | $ 443,764,000 |
Convertible Senior Notes - Sc45
Convertible Senior Notes - Schedule of Interest Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Convertible Notes Payable [Abstract] | ||||
Amortization of debt issuance cost | $ 420 | $ 393 | $ 1,240 | $ 1,158 |
Amortization of Debt Discount (Premium) | 7,419 | 6,932 | 21,884 | 20,450 |
Amortization of debt discount and issuance cost | $ 7,839 | $ 7,325 | $ 23,124 | $ 21,608 |
Effective interest rate of the liability component | 6.50% | 6.50% | 6.50% | 6.50% |
Accumulated Other Comprehensi46
Accumulated Other Comprehensive Loss - (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustment | $ (14,289) | $ (11,261) |
Net unrealized loss on investments | (783) | (852) |
Accumulated other comprehensive loss, net of tax | $ (15,072) | $ (12,113) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Stockholders' Equity | ||
Shares of common stock, authorized (shares) | 600,000,000 | |
Shares of common stock, issued and sold (shares) | 158,095,325 | |
Common Stock [Member] | ||
Stockholders' Equity | ||
Stock Issued During Period, Shares, New Issues | 8,586,233 | 7,078,520 |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding and Reserved Shares of Common Stock for Future Issuance (Detail) - shares | Sep. 30, 2015 | Dec. 31, 2014 | |
Common stock outstanding and reserved shares of common stock for future issuance | |||
Options outstanding | 10,235,318 | 15,897,422 | |
Total reserved shares of common stock for future issuance | 47,197,217 | ||
2012 Equity Incentive Plan [Member] | |||
Common stock outstanding and reserved shares of common stock for future issuance | |||
Total reserved shares of common stock for future issuance | [1] | 16,683,799 | |
2012 Employee Stock Purchase Plan [Member] | |||
Common stock outstanding and reserved shares of common stock for future issuance | |||
Total reserved shares of common stock for future issuance | [1] | 7,561,621 | |
Stock Options [Member] | |||
Common stock outstanding and reserved shares of common stock for future issuance | |||
Options outstanding | 10,235,318 | ||
Restricted Stock Units (RSUs) [Member] | |||
Common stock outstanding and reserved shares of common stock for future issuance | |||
RSUs | 12,716,479 | 9,941,074 | |
[1] | Refer to Note 11 for a description of these plans. |
Stock Awards - Additional Infor
Stock Awards - Additional Information (Detail) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average grant date fair value of options granted (usd per share) | $ / shares | $ 32.90 |
Fair value of vested shares | $ 28.2 |
Total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options | $ 35.9 |
Weighted-average remaining vesting period for unvested stock options | 2 years 88 days |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation expense recognized, vesting term | 4 years |
Weighted-average remaining vesting period for unvested stock options | 3 years 4 days |
Unrecognized compensation expense expected to be recognized | $ 543.9 |
Restricted Stock Units (RSUs) [Member] | First Vesting Period [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation expense recognized, vesting term | 3 months |
Restricted Stock Units (RSUs) [Member] | Second Vesting Period [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation expense recognized, vesting term | 3 months |
Restricted Stock Units (RSUs) [Member] | Third Vesting Period [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation expense recognized, vesting term | 3 months |
Restricted Stock Units (RSUs) [Member] | Fourth Vesting Period [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation expense recognized, vesting term | 3 months |
2012 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares of common stock outstanding, increase, percentage | 5.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | shares | 7,475,454 |
2012 Employee Stock Purchase Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares of common stock outstanding, increase, percentage | 1.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | shares | 1,495,090 |
Common stock purchase price percentage | 85.00% |
Award offering period | 6 months |
Stock Awards - Summary of stock
Stock Awards - Summary of stock option activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Summary of stock option activity | |
Number of Shares, Outstanding, Beginning Balance | 15,897,422 |
Number of Shares, Granted | 251,048 |
Number of Shares, Exercised | (5,718,791) |
Number of shares, Cancelled | (194,361) |
Number of Shares, Outstanding, Ending Balance | 10,235,318 |
Number of Shares, Vested and expected to vest | 10,086,362 |
Number of Shares, Vested and exercisable | 8,043,491 |
Weighted-Average Exercise Price | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance, usd per share | $ / shares | $ 11.96 |
Weighted-Average Exercise Price, Granted, usd per share | $ / shares | 75 |
Weighted-Average Exercise Price, Exercised, usd per share | $ / shares | 8.51 |
Weighted-Average Exercise Price Cancelled, usd per share | $ / shares | 21.36 |
Weighted-Average Exercise Price, Outstanding, Ending Balance, usd per share | $ / shares | 15.25 |
Weighted-Average Exercise Price, Vested and expected to vest, usd per share | $ / shares | 14.68 |
Weighted-Average Exercise Price, Vested and exercisable, usd per share | $ / shares | $ 8.52 |
Weighted-Average Remaining Contractual Life | 6 years 3 months 26 days |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 6 years 3 months 15 days |
Weighted-Average Remaining Contractual Term, Vested and exercisable | 5 years 11 months 5 days |
Aggregate Intrinsic Value, Exercised | $ | $ 381,313 |
Aggregate Intrinsic Value, Outstanding | $ | 556,150 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | 553,645 |
Aggregate Intrinsic Value, Vested and exercisable | $ | $ 490,060 |
Stock Awards Stock Awards - Res
Stock Awards Stock Awards - Restricted Stock Unit Table (Details) - Restricted Stock Units (RSUs) [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Shares Outstanding | |
Outstanding shares units beginning balance | 9,941,074 |
Granted | 6,260,298 |
Vested | (2,574,530) |
Forfeited | (910,363) |
Outstanding shares units ending balance | 12,716,479 |
Expected to vest | 10,647,480 |
Weighted-Average Grant Date Fair Value | |
Weighted-Average Grant Date Fair Value, Outstanding, Beginning Balance, usd per share | $ / shares | $ 51.19 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 73.04 |
Weighted-Average Grant Date Fair Value, Vested, usd per share | $ / shares | 47.75 |
Weighted-Average Grant Date Fair Value, Repurchased, usd per share | $ / shares | 59.10 |
Weighted-Average Grant Date Fair Value, Outstanding, Ending Balance, usd per share | $ / shares | $ 62.08 |
Aggregate Intrinsic Value, vested | $ | $ 193,700 |
Aggregate Intrinsic Value, Non-vested | $ | 883,159 |
Aggregated Intrinsic Value, Expected to vest | $ | $ 739,467 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 12,716,479 |
Interest and other expense, n52
Interest and other expense, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Interest and Other Income/(Expense), Net [Abstract] | ||||
Amortization of Financing Costs and Discounts | $ (7,839) | $ (7,325) | $ (23,124) | $ (21,608) |
Investment Income, Interest | 1,252 | 730 | 3,274 | 2,132 |
Foreign Currency Transaction Gain/(Loss), before Tax | (5,063) | 655 | (1,771) | 2,336 |
Other Nonoperating Income (Expense) | (141) | (9) | (230) | (3) |
Interest and other expense, net | $ (11,791) | $ (5,949) | $ (21,851) | $ (17,143) |
Net Loss Per Share Attributab53
Net Loss Per Share Attributable to Common Stockholders - Calculation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net loss | $ (41,030) | $ (41,050) | $ (161,048) | $ (134,724) |
Net loss attributable to common stockholders - basic | (41,030) | (41,050) | (161,048) | (134,724) |
Net loss attributable to common stockholders - diluted | $ (41,030) | $ (41,050) | $ (161,048) | $ (134,724) |
Denominator: | ||||
Weighted-average shares used to compute net loss per share - basic and diluted | 156,930,506 | 146,335,519 | 154,352,037 | 144,239,844 |
Net loss per share attributable to common stockholders: | ||||
Earnings Per Share, Basic and Diluted | $ (0.26) | $ (0.28) | $ (1.04) | $ (0.93) |
Net Loss Per Share Attributab54
Net Loss Per Share Attributable to Common Stockholders - Summary of Potentially Dilutive Securities (Detail) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 38,788,269 | 43,110,698 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 10,235,318 | 17,824,088 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 12,716,479 | 9,410,497 |
Common stock subject to repurchase [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 0 | 29,712 |
ESPP obligations [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 270,426 | 280,355 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 7,783,023 | 7,783,023 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 7,783,023 | 7,783,023 |
Income Taxes Income Taxes (Deta
Income Taxes Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | (3.00%) | (1.00%) | (2.00%) | (2.00%) |
Federal statutory rate | 34.00% | 34.00% | 34.00% | 34.00% |
Information about Geographic 56
Information about Geographic Areas - Revenues by Geographic Area, Based on Billing Location of Customer (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Percentage of U.S. Revenues in North America | 95.00% | 94.00% | 95.00% | 94.00% | |
Revenues by geography | |||||
Revenues | $ 261,150 | $ 178,712 | $ 719,830 | $ 484,559 | |
North America [Member] | |||||
Revenues by geography | |||||
Revenues | [1] | 181,293 | 120,435 | 504,326 | 329,660 |
EuropeMiddleEastAfrica [Member] [Domain] | |||||
Revenues by geography | |||||
Revenues | [2] | 61,663 | 46,521 | 165,996 | 125,021 |
Asia Pacific and other [Member] | |||||
Revenues by geography | |||||
Revenues | $ 18,194 | $ 11,756 | $ 49,508 | $ 29,878 | |
[1] | Revenues attributed to the United States were approximately 95% of North America revenues for the three and nine months ended September 30, 2015, and 94% for the three months and nine months ended September 30, 2014. | ||||
[2] | Europe, the Middle East and Africa |
Information about Geographic 57
Information about Geographic Areas - Long-lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Percentage of U.S. long-lived assets in North America | 99.00% | 97.00% | |
Long-lived assets | $ 132,713 | $ 104,237 | |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | [1] | 94,003 | 66,489 |
EuropeMiddleEastAfrica [Member] [Domain] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | [2] | 29,725 | 27,032 |
Asia Pacific and other [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | $ 8,985 | $ 10,716 | |
[1] | Long-lived assets attributed to the United States were approximately 99% and 97% of North America long-lived assets as of September 30, 2015 and December 31, 2014, respectively. | ||
[2] | Europe, the Middle East and Africa |