Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 28, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | TWTR | |
Entity Registrant Name | TWITTER, INC. | |
Entity Central Index Key | 1,418,091 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 676,304,418 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 883,307 | $ 1,510,724 |
Short-term investments | 2,677,263 | 2,111,154 |
Accounts receivable, net of allowance for doubtful accounts of $8,229 and $5,507 as of June 30, 2015 and December 31, 2014, respectively | 475,204 | 418,454 |
Prepaid expenses and other current assets | 234,653 | 215,521 |
Total current assets | 4,270,427 | 4,255,853 |
Property and equipment, net | 651,017 | 557,019 |
Intangible assets | 156,352 | 105,011 |
Goodwill | 1,102,193 | 622,570 |
Other assets | 50,345 | 42,629 |
Total assets | 6,230,334 | 5,583,082 |
Current liabilities: | ||
Accounts payable | 51,614 | 53,241 |
Accrued and other current liabilities | 274,621 | 228,233 |
Capital leases, short-term | 98,606 | 112,320 |
Total current liabilities | 424,841 | 393,794 |
Convertible notes | 1,414,896 | 1,376,020 |
Capital leases, long-term | 83,381 | 118,950 |
Deferred and other long-term tax liabilities, net | 31,768 | 24,706 |
Other long-term liabilities | 44,264 | 43,209 |
Total liabilities | $ 1,999,150 | $ 1,956,679 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.000005 par value-- 200,000 shares authorized; none issued and outstanding | ||
Common stock, $0.000005 par value-- 5,000,000 shares authorized; 674,379 and 642,385 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | $ 3 | $ 3 |
Additional paid-in capital | 6,135,566 | 5,208,870 |
Accumulated other comprehensive loss | (32,834) | (10,024) |
Accumulated deficit | (1,871,551) | (1,572,446) |
Total stockholders' equity | 4,231,184 | 3,626,403 |
Total liabilities and stockholders' equity | $ 6,230,334 | $ 5,583,082 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 8,229 | $ 5,507 |
Preferred stock, par value | $ 0.000005 | $ 0.000005 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.000005 | $ 0.000005 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 674,379,000 | 642,385,000 |
Common stock, shares outstanding | 674,379,000 | 642,385,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 502,383 | $ 312,166 | $ 938,322 | $ 562,658 |
Costs and expenses | ||||
Cost of revenue | 167,623 | 100,027 | 311,098 | 185,530 |
Research and development | 198,907 | 177,095 | 388,653 | 326,486 |
Sales and marketing | 201,948 | 140,261 | 385,505 | 246,496 |
General and administrative | 64,909 | 44,694 | 130,686 | 83,428 |
Total costs and expenses | 633,387 | 462,077 | 1,215,942 | 841,940 |
Loss from operations | (131,004) | (149,911) | (277,620) | (279,282) |
Interest expense | (24,437) | (2,654) | (48,756) | (5,756) |
Other income (expense), net | (695) | 2,324 | 8,430 | 3,657 |
Loss before income taxes | (156,136) | (150,241) | (317,946) | (281,381) |
Benefit from income taxes | (19,473) | (5,599) | (18,841) | (4,377) |
Net loss | $ (136,663) | $ (144,642) | $ (299,105) | $ (277,004) |
Net loss per share attributable to common stockholders: | ||||
Basic | $ (0.21) | $ (0.24) | $ (0.46) | $ (0.47) |
Diluted | $ (0.21) | $ (0.24) | $ (0.46) | $ (0.47) |
Weighted-average shares used to compute net loss per share attributable to common stockholders: | ||||
Basic | 655,721 | 595,607 | 648,143 | 587,760 |
Diluted | 655,721 | 595,607 | 648,143 | 587,760 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (136,663) | $ (144,642) | $ (299,105) | $ (277,004) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on investments in available-for-sale securities, net of tax | (515) | (47) | 55 | (78) |
Foreign currency translation adjustment | 10,637 | 542 | (22,865) | 600 |
Net change in accumulated other comprehensive loss | 10,122 | 495 | (22,810) | 522 |
Comprehensive loss | $ (126,541) | $ (144,147) | $ (321,915) | $ (276,482) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (299,105) | $ (277,004) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 143,913 | 85,582 |
Stock-based compensation expense | 357,948 | 284,780 |
Amortization of discount on convertible notes | 33,644 | |
Provision for bad debt | 3,345 | 1,436 |
Deferred income tax benefit | (24,306) | (7,737) |
Other non-cash adjustments | (5,197) | 666 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | ||
Accounts receivable | (43,944) | (37,213) |
Prepaid expenses and other assets | (7,861) | (17,229) |
Accounts payable | (11,437) | 1,407 |
Accrued and other liabilities | 35,160 | 89,692 |
Net cash provided by operating activities | 182,160 | 124,380 |
Cash flows from investing activities | ||
Purchases of property and equipment | (160,340) | (94,077) |
Purchases of marketable securities | (2,235,497) | (1,039,014) |
Proceeds from maturities of marketable securities | 1,342,137 | 1,009,926 |
Proceeds from sales of marketable securities | 335,261 | 168,138 |
Changes in restricted cash | (3,797) | (11,716) |
Business combinations, net of cash acquired | (26,300) | (132,496) |
Purchases of cost method investments and other | (7,000) | (400) |
Net cash used in investing activities | (755,536) | (99,639) |
Cash flows from financing activities | ||
Taxes paid related to net share settlement of equity awards | (6,480) | (16,168) |
Repayments of capital lease obligations | (62,934) | (42,886) |
Proceeds from exercise of stock options | 6,962 | 15,907 |
Proceeds from issuances of common stock under employee stock purchase plan | 21,600 | 21,224 |
Other financing activities | (1,162) | |
Net cash used in financing activities | (40,852) | (23,085) |
Net increase (decrease) in cash and cash equivalents | (614,228) | 1,656 |
Foreign exchange effect on cash and cash equivalents | (13,189) | 2,310 |
Cash and cash equivalents at beginning of period | 1,510,724 | 841,010 |
Cash and cash equivalents at end of period | 883,307 | 844,976 |
Supplemental disclosures of non-cash investing and financing activities | ||
Common stock issued in connection with acquisitions | 516,538 | 51,846 |
Equipment purchases under capital leases | 10,544 | 47,739 |
Changes in accrued equipment purchases | $ 9,087 | $ 43,597 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Twitter, Inc. (“Twitter” or the “Company”) was incorporated in Delaware in April 2007, and is headquartered in San Francisco, California. Twitter offers products and services for users, advertisers, developers and platform and data partners. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. Certain prior period amounts have been reclassified to conform to the current period presentation. The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard update on revenue recognition from contracts with customers. The new guidance will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. According to the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. In July 2015, the FASB decided to delay the effective date of the guidance by one year and permit early adoption for annual and interim periods beginning after December 15, 2016. As a result of the revision, the guidance will be effective for fiscal years, and interim periods with those fiscal years, beginning after December 15, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company has not yet selected a transition method and is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures. In June 2014, the FASB issued a new accounting standard update on stock-based compensation when the terms of an award provide that a performance target could be achieved after the requisite service period. The new guidance requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. Early adoption is permitted. Adoption of this new accounting standard update is expected to have no impact to the Company’s financial statements. In February 2015, the FASB issued a new accounting standard update on consolidation analysis. The new guidance amends the current consolidation guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, but the guidance must be applied as of the beginning of the fiscal year containing the adoption date. Adoption of this new accounting standard update is not expected to have a material impact on the Company’s financial statements. In April 2015, the FASB issued a new accounting standard update on the presentation of debt issuance costs. The new guidance requires the 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. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. Adoption of this new accounting standard update is not expected to have a material impact on the Company’s financial statements. |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term Investments | 6 Months Ended |
Jun. 30, 2015 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Short-term Investments | Note 2. Cash, Cash Equivalents and Short-term Investments Cash, cash equivalents and short-term investments consist of the following (in thousands): June 30, December 31, 2015 2014 Cash and cash equivalents: Cash $ 205,861 $ 147,848 Money market funds 284,532 882,443 U.S. government and agency securities including treasury bills — 271,418 Corporate notes, certificates of deposit and commercial paper 392,914 209,015 Total cash and cash equivalents $ 883,307 $ 1,510,724 Short-term investments: U.S. government and agency securities including treasury bills $ 1,264,741 $ 1,009,541 Corporate notes, certificates of deposit and commercial paper 1,412,522 1,101,613 Total short-term investments $ 2,677,263 $ 2,111,154 Marketable securities are classified as available-for-sale for use in current operations and are presented as short-term investments in the consolidated balance sheets. The contractual maturities of securities classified as available-for-sale as of June 30, 2015 were as follows (in thousands): June 30, 2015 Due within one year $ 1,951,083 Due after one year through two years 726,180 Total $ 2,677,263 The following tables summarize unrealized gains and losses related to available-for-sale securities classified as short-term investments on the Company’s consolidated balance sheets (in thousands): June 30, 2015 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. Government and agency securities including treasury bills $ 1,264,808 $ 166 $ (233 ) $ 1,264,741 Corporate notes, certificates of deposit and commercial paper 1,413,358 43 (879 ) 1,412,522 Total available-for-sale securities classified as short-term investments $ 2,678,166 $ 209 $ (1,112 ) $ 2,677,263 December 31, 2014 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. Government and agency securities including treasury bills $ 1,009,827 $ 8 $ (294 ) $ 1,009,541 Corporate notes, certificates of deposit and commercial paper 1,102,275 4 (666 ) 1,101,613 Total available-for-sale securities classified as short-term investments $ 2,112,102 $ 12 $ (960 ) $ 2,111,154 There were no securities in a continuous loss position for 12 months or longer as of June 30, 2015 and December 31, 2014. Investments are reviewed periodically to identify possible other-than-temporary impairments. No impairment loss has been recorded on the securities included in the tables above as the Company believes that the decrease in fair value of these securities is temporary and expects to recover up to (or beyond) the initial cost of investment for these securities. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. Fair Value Measurements The Company measures its cash equivalents, short-term investments and derivative financial instruments at fair value. The Company classifies its cash equivalents, short-term investments and derivative financial instruments within Level 1 or Level 2 because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The fair value of the Company’s Level 1 financial assets is based on quoted market prices of the identical underlying security. The fair value of the Company’s Level 2 financial assets is based on inputs that are directly or indirectly observable in the market, including the readily-available pricing sources for the identical underlying security that may not be actively traded. The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 based on the three-tier fair value hierarchy (in thousands): June 30, 2015 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 284,532 $ — $ — $ 284,532 Commercial paper — 376,653 — 376,653 Certificates of deposit — 16,261 — 16,261 Short-term investments: Treasury bills 29,365 — — 29,365 U.S. government securities — 553,237 — 553,237 Agency securities — 682,139 — 682,139 Corporate notes — 741,097 — 741,097 Commercial paper — 301,910 — 301,910 Certificates of deposit — 369,515 — 369,515 Other current assets: Foreign currency forward contracts — 975 — 975 Liabilities Other current liabilities: Foreign currency forward contracts — (979 ) — (979 ) Total $ 313,897 $ 3,040,808 $ — $ 3,354,705 December 31, 2014 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 882,443 $ — $ — $ 882,443 Treasury bills 73,525 — — 73,525 U.S. government securities — 157,895 — 157,895 Agency securities — 39,998 — 39,998 Corporate notes — 13,684 — 13,684 Commercial paper — 185,321 — 185,321 Certificates of deposit — 10,010 — 10,010 Short-term investments: Treasury bills 167,575 — — 167,575 U.S. government securities — 746,128 — 746,128 Agency securities — 95,838 — 95,838 Corporate notes — 551,604 — 551,604 Commercial paper — 300,589 — 300,589 Certificates of deposit — 249,420 — 249,420 Total $ 1,123,543 $ 2,350,487 $ — $ 3,474,030 In 2014, the Company issued $935.0 million principal amount of 0.25% convertible senior notes due in 2019 (the “2019 Notes”) and $954.0 million principal amount of 1.00% convertible senior notes due in 2021 (the “2021 Notes” and together with the 2019 Notes, the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Refer to Note 8 – Convertible Senior Notes for further details on the Notes. The estimated fair value of the 2019 Notes and 2021 Notes based on a market approach as of June 30, 2015 was approximately $836.9 million and $848.9 million respectively, which represents a Level 2 valuation. The estimated fair value was determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market on June 30, 2015. Derivative Financial Instruments The Company enters into foreign currency forward contracts with financial institutions to reduce the risk that its earnings may be adversely affected by the impact of exchange rate fluctuations on monetary assets or liabilities denominated in currencies other than the functional currency of a subsidiary. These contracts do not subject the Company to material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are intended to offset gains and losses on the hedged foreign currency denominated assets and liabilities. These foreign currency forward contracts are not designated as hedging instruments. The Company recognizes these derivative instruments as either assets or liabilities in the consolidated balance sheets at fair value based on a Level 2 valuation. The Company records changes in the fair value (i.e., gains or losses) of the derivatives as other income (expense), net in the consolidated statements of operations. The notional principal of foreign currency forward contracts outstanding was equivalent to $265.6 million at June 30, 2015. There were no outstanding foreign currency forward contracts as of December 31, 2014. The fair values of outstanding derivative instruments for the periods presented on a gross basis are as follows (in thousands): June 30, December 31, Balance Sheet Location 2015 2014 Assets Foreign currency forward contracts not designated as hedging instruments Other current assets $ 975 — Liabilities Foreign currency forward contracts not designated as hedging instruments Other current liabilities 979 — Total $ (4 ) $ — The realized gains and losses on the foreign currency forward contracts were not significant in the three and six months ended June 30, 2015. The Company did not have any derivative financial instruments in the three and six months ended June 30, 2014. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 4. Property and Equipment, Net The following table presents the detail of property and equipment, net for the periods presented (in thousands): June 30, December 31, 2015 2014 Property and equipment, net Equipment $ 647,550 $ 584,561 Furniture and leasehold improvements 212,633 131,851 Capitalized software 140,574 82,052 Construction in progress 95,773 89,806 Total 1,096,530 888,270 Less: Accumulated depreciation and amortization (445,513 ) (331,251 ) Property and equipment, net $ 651,017 $ 557,019 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 5. Goodwill and Intangible Assets The following table presents the goodwill activities for the periods presented (in thousands): Goodwill Balance as of December 31, 2014 $ 622,570 TellApart acquisition 394,989 Other acquisitions 84,567 Foreign currency translation adjustment 67 Balance as of June 30, 2015 $ 1,102,193 For the periods presented, the gross goodwill balance equaled the net balance since no impairment charges have been recorded. The following table presents the detail of intangible assets for the periods presented (in thousands): Gross Carrying Accumulated Net Carrying Value Amortization Value June 30, 2015: Patents and developed technologies $ 135,752 $ (41,710 ) $ 94,042 Publisher and advertiser relationships 75,300 (15,410 ) 59,890 Assembled workforce 1,960 (1,586 ) 374 Other intangible assets 3,200 (1,154 ) 2,046 Total $ 216,212 $ (59,860 ) $ 156,352 December 31, 2014: Patents and developed technologies $ 105,052 $ (23,165 ) $ 81,887 Publisher and advertiser relationships 32,000 (9,831 ) 22,169 Assembled workforce 1,960 (1,457 ) 503 Other intangible assets 1,100 (648 ) 452 Total $ 140,112 $ (35,101 ) $ 105,011 Amortization expense associated with intangible assets for the three months ended June 30, 2015 and 2014 was $14.0 million and $8.1 million, respectively, and for the six months ended June 30, 2015 and 2014 was $24.8 million and $14.3 million, respectively. Estimated future amortization expense as of June 30, 2015 is as follows (in thousands): Remainder of 2015 $ 27,261 2016 42,880 2017 26,874 2018 20,241 2019 12,647 Thereafter 26,449 Total $ 156,352 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Statement Of Financial Position [Abstract] | |
Accrued and Other Current Liabilities | Note 6. Accrued and Other Current Liabilities The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands): June 30, December 31, 2015 2014 Accrued compensation $ 71,796 $ 68,000 Accrued publisher payments 48,257 27,996 Deferred revenue 22,274 18,679 Accrued sales and marketing expenses 13,573 25,264 Accrued other 118,721 88,294 Total $ 274,621 $ 228,233 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Note 7. Acquisitions In May 2015, the Company completed its acquisition of TellApart, Inc. (“TellApart”), a privately held marketing technology company with unique retargeting capabilities headquartered in Burlingame, California. The acquisition is expected to bring the power of retargeting to the Company to help advertisers reach their users. The acquisition of TellApart has been accounted for as a business combination. The fair value of assets acquired and liabilities assumed at the acquisition date was based on a preliminary valuation and estimates and assumptions that are subject to change within the measurement period. The fair value of the total consideration of $479.1 million (paid in shares of the Company’s common stock having a total fair value of $456.5 million and cash of $22.6 million) for the acquisition of TellApart was allocated to the acquired tangible and intangible assets and assumed liabilities based on their estimated fair values at closing as follows: $21.4 million to developed technology, $43.3 million to advertiser relationships, $2.1 million to trade name, $29.6 million to cash acquired, $19.7 million to account receivables acquired, which are expected to be substantially collected, $2.2 million to other tangible assets acquired, $11.8 million to liabilities assumed, $22.4 million to deferred tax liability recorded, and the excess $395.0 million of the purchase price over the fair value of net assets acquired was recorded as goodwill. This goodwill is primarily attributable to the expected synergies from potential monetization opportunities and from integrating the retargeting technologies into the Company’s mobile platforms, During the six months ended June 30, 2015, the Company acquired three other companies, which were accounted for as business combinations. The total purchase price of $93.4 million (paid in shares of the Company’s common stock having a total fair value of $60.1 million and cash of $33.3 million) for these acquisitions was allocated as follows: $7.8 million to developed technologies, $2.8 million to net tangible assets acquired based on their estimated fair value on the acquisition date, $1.8 million to deferred tax liability, and the excess $84.6 million of the purchase price over the fair value of net assets acquired to goodwill. Tax deductible goodwill resulting from certain of these acquisitions was $4.1 million. The remaining goodwill is not tax deductible for U.S. income tax purposes. Developed technologies will be amortized on a straight-line basis over their estimated useful lives of 12 to 36 months. In connection with all of the acquisitions completed during the six months ended June 30, 2015, the Company also agreed to pay cash and issue shares its common stock with a total fair value up to $102.9 million, which is to be paid to certain employees of the acquired entities contingent upon their continued employment with the Company. The Company will recognize compensation expense related to the equity consideration over the requisite service periods of up to 48 months from the respective acquisition dates on a straight-line basis. In addition, the Company will recognize approximately $36.8 million of stock-based compensation expense in relation to assumed stock options over the remaining requisite service periods of up to 45 months from the respective acquisition dates on a straight-line basis, excluding the fair value of the assumed stock options that was allocated and recorded as part of the purchase price for the portion of the service period completed prior to the closing of the applicable acquisition. The results of operations for each of these acquisitions have been included in the Company’s consolidated statements of operations since the date of acquisition. Actual and pro forma revenue and results of operations for these acquisitions have not been presented because they do not have a material impact to the consolidated revenue and results of operations, either individually or in aggregate. |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Note 8. Convertible Senior Notes In September 2014, the Company issued $900.0 million principal amount of 2019 Notes and $900.0 million principal amount of 2021 Notes in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act of 1933, as amended. In October 2014, pursuant to the exercise of the overallotment option by the initial purchasers, the Company issued an additional $35.0 million principal amount of 2019 Notes and $54.0 million principal amount of 2021 Notes. The total net proceeds from this offering were approximately $1.86 billion, after deducting $28.3 million of initial purchasers’ discount and $0.5 million debt issuance costs in connection with the 2019 Notes and the 2021 Notes. The Each $1,000 of principal of these Notes will initially be convertible into 12.8793 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $77.64 per share, subject to adjustment upon the occurrence of specified events. Holders of these Notes may convert their Notes at their option at any time until close of business on the second scheduled trading day immediately preceding the relevant maturity date which is March 15, 2019 for the 2019 Notes and March 15, 2021 for the 2021 Notes. Further, holders of each of these Notes may convert their Notes at their option prior to the respective dates above, only under the following circumstances: 1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2014 (and only during such calendar quarter), if the last reported sale price of Twitter’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the relevant series of notes on each applicable trading day; 2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the related Indenture) per $1,000 principal amount of 2019 Notes or 2021 Notes, as applicable, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Twitter’s common stock and the conversion rate for the Notes of the relevant series on each such trading day; or 3) upon the occurrence of certain specified Upon conversion of the 2019 Notes and 2021 Notes, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of its common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as described herein) calculated on a proportionate basis for each trading day in a 30 trading day observation period. If a fundamental change (as defined in the relevant indenture governing the applicable series of Notes) occurs prior to the maturity date, holders of the 2019 Notes and 2021 Notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of the Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. In addition, if specific corporate events occur prior to the applicable maturity date, the Company will be required to increase the conversion rate for holders who elect to convert their Notes in certain circumstances. In accordance with accounting guidance on embedded conversion features, the Company valued and bifurcated the conversion option associated with the 2019 Notes and 2021 Notes from the respective host debt instrument, which is referred to as debt discount, and initially recorded the conversion option of $222.8 million for the 2019 Notes and $283.3 million for the 2021 Notes in stockholders’ equity. The resulting debt discounts on the 2019 Notes and 2021 Notes are being amortized to interest expense at an effective interest rate of 5.75% and 6.25%, respectively, over the contractual terms of the Notes. The Company allocated $0.1 million of debt issuance costs to the equity component, and the remaining debt issuance costs of $0.4 million are being amortized to interest expense. For the three and six months ended June 30, 2015, the Company recognized $18.6 million and $36.5 million, respectively, of interest expense related to the amortization of the debt discount. As of June 30, 2015, the net carrying value, net of the initial purchasers’ discount and debt discount, of 2019 Notes and 2021 Notes was $731.1 million and $683.8 million, respectively. The Notes consisted of the following (in thousands): June 30, 2015 December 31, 2014 2019 Notes 2021 Notes 2019 Notes 2021 Notes Principal amounts: Principal $ 935,000 $ 954,000 $ 935,000 $ 954,000 Unamortized initial purchasers' discount and debt discount (1) (203,897 ) (270,207 ) (225,104 ) (287,876 ) Net carrying amount $ 731,103 $ 683,793 $ 709,896 $ 666,124 Carrying amount of the equity component (2) $ 222,826 $ 283,283 $ 222,826 $ 283,283 (1) (2) As of June 30, 2015, the remaining life of the 2019 Notes and 2021 Notes is approximately 50 months and 74 months, respectively. Concurrently with the offering of these Notes in September and October 2014, the Company entered into convertible note hedge transactions with certain bank counterparties whereby the Company has the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 24.3 million shares of its common stock at a price of approximately $77.64 per share. The total cost of the convertible note hedge transactions was $407.2 million. In addition, the Company sold warrants to certain bank counterparties whereby the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 24.3 million shares of the Company’s common stock at a price of $105.28. The Company received $289.3 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to offset any actual dilution from the conversion of these Notes and to effectively increase the overall conversion price from $77.64 to $105.28 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost incurred in connection with the convertible note hedge and warrant transactions was recorded as a reduction to additional paid-in capital in the consolidated balance sheet. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 9. Net Loss per Share Basic net loss per share is computed by dividing total net loss attributable to common stockholders by the weighted-average common shares outstanding. The weighted-average common shares outstanding is adjusted for shares subject to repurchase such as unvested restricted stock granted to employees in connection with acquisitions, contingently returnable shares and escrowed shares supporting indemnification obligations that are issued in connection with acquisitions and unvested stock options exercised. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding including potential dilutive common stock instruments. In the three and six months ended June 30, 2015 and 2014, the Company’s potential common stock instruments such as stock options, Restricted Stock Units (“RSUs”), shares to be purchased under the 2013 Employee Stock Purchase Plan (“ESPP”), shares subject to repurchases, conversion feature of the Notes and the warrants were not included in the computation of diluted loss per share as the effect of including these shares in the calculation would have been anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for periods presented (in thousands, except per share data). Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net loss $ (136,663 ) $ (144,642 ) $ (299,105 ) $ (277,004 ) Basic shares: Weighted-average common shares outstanding 663,555 604,054 656,291 596,399 Weighted-average restricted stock subject to repurchase (7,834 ) (8,447 ) (8,148 ) (8,639 ) Weighted-average shares used to compute basic net loss per share 655,721 595,607 648,143 587,760 Diluted shares: Weighted-average shares used to compute diluted net loss per share 655,721 595,607 648,143 587,760 Net loss per share attributable to common stockholders: Basic $ (0.21 ) $ (0.24 ) $ (0.46 ) $ (0.47 ) Diluted $ (0.21 ) $ (0.24 ) $ (0.46 ) $ (0.47 ) The following number of potential shares of the Company’s common stock at the end of each period were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Three and Six Months Ended June 30, 2015 2014 RSUs 55,419 81,421 Warrants 24,329 — Stock options 18,315 27,470 Shares subject to repurchase 8,950 8,877 Employee stock purchase plan 1,437 1,147 Since the Company expects to settle the principal amount of the outstanding Notes in cash, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread of 24.3 million shares will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of $77.64 per share for the Notes. If the average market price of the Company’s common stock exceeds the exercise price of the warrants, $105.28, the warrants will have a dilutive effect on the earnings per share assuming that the Company is profitable. Since the average market price of the Company’s common stock is below $105.28, the warrants are anti-dilutive. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note 10. Stockholders’ Equity Restricted Common Stock The Company has granted restricted common stock to certain continuing employees in connection with the acquisitions. Vesting of this stock is dependent on the respective employee’s continued employment at the Company during the requisite service period, which is generally two to four years from the issuance date, and the Company has the right to repurchase the unvested shares upon termination of employment. The fair value of the restricted common stock issued to employees is recorded as compensation expense on a straight-line basis over the requisite service period. The activities for the restricted common stock issued to employees for the six months ended June 30, 2015 are summarized as follows (in thousands, except per share data): Weighted-Average Number of Grant-Date Fair Shares Value Per Share Unvested restricted common stock at December 31, 2014 4,955 $ 25.62 Granted 2,466 $ 40.00 Vested (1,120 ) $ 23.49 Canceled (9 ) $ 13.06 Unvested restricted common stock at June 30, 2015 6,292 $ 31.65 As of June 30, 2015, the total compensation cost related to unvested restricted common stock not yet recognized was $147.7 million. This amount is expected to be recognized over a weighted-average period of 2.6 years. Equity Incentive Plans The Company’s 2013 Equity Incentive Plan became effective upon the completion of the Company’s initial public offering and serves as the successor to the 2007 Equity Incentive Plan. Initially, 68.3 million shares were reserved under the 2013 Equity Plan and any shares subject to options or other similar awards granted under the 2007 Equity Incentive Plan that expire, are forfeited, are repurchased by the Company or otherwise terminate unexercised will become available under the 2013 Equity Incentive Plan. The number of shares of the Company’s common stock available for issuance under the 2013 Equity Incentive Plan were and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of (i) 60,000,000 shares, (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year or (iii) such number of shares determined by the Company’s Board of Directors. No additional shares will be issued under the 2007 Equity Incentive Plan. Options granted under the Company’s equity incentive plans generally expire 10 years after the grant date. The Company issues new shares to satisfy stock option exercises. RSUs are agreements to issue shares of the Company’s common stock at the time the award vests. Options and RSUs issued to participants under the equity incentive plans vest ratably over four years or subject to tailored vesting schedules including vesting that starts several quarters after the grant date and contingent upon employment or services on the vesting date. In addition, employees generally sell a portion of the shares that they receive upon vesting of RSUs in order to satisfy any tax withholding requirements. Employee Stock Purchase Plan The number of shares available for sale under the ESPP were and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of (i) 11.3 million shares; (ii) 1% of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as determined by the Company’s Board of Directors. During the six months ended June 30, 2015, employees purchased an aggregate of 0.7 million shares under the ESPP at a price of $31.07 per share. During the three months ended June 30, 2015 and 2014, the Company recorded $4.2 million and $10.5 million, respectively, and recorded $8.1 million and $16.7 million during the six months ended June 30, 2015 and 2014, respectively, of stock-based compensation expense related to the ESPP. As of June 30, 2015, the total compensation costs related to the current ESPP plans not yet recognized were $16.4 million. This amount is expected to be recognized over a weighted-average period of 0.6 years. Stock Option Activity The number of stock options outstanding was 18.3 million and 20.4 million as of June 30, 2015 and December 31, 2014, respectively. The reduction in outstanding options during the six months ended June 30, 2015 was mainly due to exercises of stock options offset by the issuance of 1.4 million stock options as part of acquisitions with a weighted-average exercise price of $2.89. The total intrinsic values of stock options exercised during the three months ended June 30, 2015 and 2014 were $39.4 million and $403.2 million, respectively and $140.6 million and $537.1 million in the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, the total compensation costs related to stock options not yet recognized was $49.9 million. This amount is expected to be recognized over a weighted-average period of 2.5 years. RSU Activity The following table summarizes the activity related to the Company’s RSUs for the six months ended June 30, 2015. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of each respective date (in thousands, except per share data): RSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2014 64,135 $ 29.08 Granted 9,573 $ 43.88 Vested (12,285 ) $ 26.84 Canceled (6,004 ) $ 28.49 Unvested and outstanding at June 30, 2015 55,419 $ 32.20 The fair value as of the respective vesting dates of RSUs that vested during the three months ended June 30, 2015 and 2014 was $248.1 million and $260.9 million, respectively and $504.4 million and $1.22 billion during the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, the total compensation cost related to unvested RSUs not yet recognized was $1.29 billion. This amount is expected to be recognized over a weighted-average period of 2.8 years. Stock-Based Compensation Expense Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Cost of revenue $ 10,486 $ 13,869 $ 23,372 $ 23,700 Research and development 103,121 92,493 206,157 170,811 Sales and marketing 39,607 37,547 82,265 65,348 General and administrative 21,929 14,502 46,154 24,921 Total $ 175,143 $ 158,411 $ 357,948 $ 284,780 The Company capitalized $13.3 million and $8.8 million of stock-based compensation expense associated with the cost for developing software for internal use in the three months ended June 30, 2015 and 2014, respectively, and $29.8 million and $15.5 million in the six months ended June 30, 2015 and 2014, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes The Company is subject to taxation in the United States and various state and foreign jurisdictions. Earnings from non-US activities are subject to local country income tax. The material jurisdictions in which the Company is subject to potential examination by taxing authorities include the United States, California and Ireland. The Company is currently under a Federal income tax examination by the Internal Revenue Service (IRS) for tax years 2011, 2012 and 2013 and under examination in California for tax years 2010 and 2011. The Company believes that adequate amounts have been reserved in these jurisdictions. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are to be reinvested indefinitely outside the U.S. The Company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. The Company recorded an income tax benefit of $19.5 million and $5.6 million for the three months ended June 30, 2015 and 2014, respectively, and an income tax benefit of $18.8 million and $4.4 million for the six months ended June 30, 2015 and 2014, respectively. The income tax benefit is higher in the three and six months ended June 30, 2015 compared to the same periods last year, primarily due to the increased deferred income tax benefits arising from acquisitions, partially offset by increased foreign income tax expenses. As of June 30, 2015, based on the available objective evidence, management believes it is more likely than not that the tax benefits of the U.S. losses incurred during the six months ended June 30, 2015 will not be realized by the end of the 2015 fiscal year. Accordingly, the Company did not record the tax benefits of the U.S. losses incurred during the six months ended June 30, 2015. The primary difference between the effective tax rate and the federal statutory tax rate relates to the valuation allowances on the Company’s net operating losses and foreign tax rate differences. During the three and six months ended June 30, 2015, the amount of gross unrecognized tax benefits increased by $14.2 million and $37.9 million, respectively. As of June 30, 2015, the Company has $220.3 million of unrecognized tax benefits which, if recognized, will not affect the annual effective tax rate as these unrecognized tax benefits would increase deferred tax assets which would be subject to a full valuation allowance. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Credit Facility The Company entered into a revolving credit agreement with certain lenders in 2013, which provided for a $1.0 billion revolving unsecured credit facility maturing on October 22, 2018. Loans under the credit facility bear interest, at the Company’s option, at (i) a base rate based on the highest of the prime rate, the federal funds rate plus 0.50% and an adjusted LIBOR rate for a one-month interest period plus 1.00%, in each case plus a margin ranging from 0.00% to 0.75% or (ii) an adjusted LIBOR rate plus a margin ranging from 1.00% to 1.75%. This margin is determined based on the total leverage ratio for the preceding four fiscal quarter period. The Company is obligated to pay other customary fees for a credit facility of this size and type, including an upfront fee and an unused commitment fee. Obligations under the credit facility are guaranteed by one of the Company’s wholly-owned subsidiaries. In addition, the credit facility contains restrictions on payments including cash payments of dividends. The revolving credit agreement was amended in September 2014 to increase the amount of indebtedness that the Company may incur and increase the amount of restricted payments that the Company may make. This amendment to the revolving credit agreement also provides that if the Company’s total leverage ratio exceeds 2.5:1.0 and if the amount outstanding under the credit facility exceeds $500.0 million, or 50% of the amount that may be borrowed under the credit facility, the credit facility will become secured by substantially all of the Company’s and certain of its subsidiaries’ assets, subject to limited exceptions. As of June 30, 2015, no amounts had been drawn under the credit facility. Leases The Company has entered into various non-cancelable operating lease agreements for certain offices and data center facilities with contractual lease periods expiring between 2015 and 2026. Under the terms of certain leases, the Company is committed to pay for certain taxes, insurance, maintenance and management expenses. Certain of these arrangements have free rent periods or escalating rent payment provisions, and the Company recognizes rent expense under such arrangements on a straight-line basis. Legal Proceedings The Company is currently involved in, and will likely in the future be involved in, legal proceedings, claims and investigations in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Litigation accruals are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. As of June 30, 2015 and December 31, 2014, there was no litigation or contingency with at least a reasonable possibility of a material loss. No material losses have been recorded during the three and six months ended June 30, 2015 and 2014 with respect to litigation or loss contingencies. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company has never incurred significant expense defending its licensees against third party claims, nor has it ever incurred significant expense under its standard service warranties or arrangements with its customers, partners, suppliers and vendors. Accordingly, the Company had no liabilities recorded for these provisions as of June 30, 2015 and December 31, 2014. |
Operations by Geographic Area
Operations by Geographic Area | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Operations by Geographic Area | Note 13. Operations by Geographic Area Revenue Revenue by geography is based on the billing addresses of the customers. The following table sets forth revenue by services and revenue by geographic area (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenue by services: Advertising services $ 452,278 $ 277,440 $ 840,489 $ 503,491 Data licensing and other 50,105 34,726 97,833 59,167 Total revenue $ 502,383 $ 312,166 $ 938,322 $ 562,658 Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenue by geographic area: United States $ 321,191 $ 210,465 $ 610,119 $ 390,504 International 181,192 101,701 328,203 172,154 Total revenue $ 502,383 $ 312,166 $ 938,322 $ 562,658 No individual country from the international markets contributed in excess of 10% of the total revenue for the three and six months ended June 30, 2015. The United Kingdom accounted for $33.4 million, or 11%, and $57.3 million, or 10%, of the total revenue for the three and six months ended June 30, 2014, respectively. Long-Lived Assets The following table sets forth long-lived assets by geographic area (in thousands): June 30, December 31, 2015 2014 Property and equipment, net: United States $ 607,417 $ 523,810 International 43,600 33,209 Total property and equipment, net $ 651,017 $ 557,019 |
Description of Business and S20
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. Certain prior period amounts have been reclassified to conform to the current period presentation. The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard update on revenue recognition from contracts with customers. The new guidance will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. According to the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. In July 2015, the FASB decided to delay the effective date of the guidance by one year and permit early adoption for annual and interim periods beginning after December 15, 2016. As a result of the revision, the guidance will be effective for fiscal years, and interim periods with those fiscal years, beginning after December 15, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company has not yet selected a transition method and is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures. In June 2014, the FASB issued a new accounting standard update on stock-based compensation when the terms of an award provide that a performance target could be achieved after the requisite service period. The new guidance requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. Early adoption is permitted. Adoption of this new accounting standard update is expected to have no impact to the Company’s financial statements. In February 2015, the FASB issued a new accounting standard update on consolidation analysis. The new guidance amends the current consolidation guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, but the guidance must be applied as of the beginning of the fiscal year containing the adoption date. Adoption of this new accounting standard update is not expected to have a material impact on the Company’s financial statements. In April 2015, the FASB issued a new accounting standard update on the presentation of debt issuance costs. The new guidance requires the 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. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. Adoption of this new accounting standard update is not expected to have a material impact on the Company’s financial statements. |
Cash, Cash Equivalents and Sh21
Cash, Cash Equivalents and Short-term Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash and Equivalents and Short-term Investments | Cash, cash equivalents and short-term investments consist of the following (in thousands): June 30, December 31, 2015 2014 Cash and cash equivalents: Cash $ 205,861 $ 147,848 Money market funds 284,532 882,443 U.S. government and agency securities including treasury bills — 271,418 Corporate notes, certificates of deposit and commercial paper 392,914 209,015 Total cash and cash equivalents $ 883,307 $ 1,510,724 Short-term investments: U.S. government and agency securities including treasury bills $ 1,264,741 $ 1,009,541 Corporate notes, certificates of deposit and commercial paper 1,412,522 1,101,613 Total short-term investments $ 2,677,263 $ 2,111,154 Marketable securities are classified as available-for-sale for use in current operations and are presented as short-term investments in the consolidated balance sheets. The contractual maturities of securities classified as available-for-sale as of June 30, 2015 were as follows (in thousands): June 30, 2015 Due within one year $ 1,951,083 Due after one year through two years 726,180 Total $ 2,677,263 |
Contractual Maturities of Securities Classified as Available-for-Sale | The contractual maturities of securities classified as available-for-sale as of June 30, 2015 were as follows (in thousands): June 30, 2015 Due within one year $ 1,951,083 Due after one year through two years 726,180 Total $ 2,677,263 |
Summary of Unrealized Gains and Losses Related to Available-for-Sale Securities Classified as Short-term Investments | The following tables summarize unrealized gains and losses related to available-for-sale securities classified as short-term investments on the Company’s consolidated balance sheets (in thousands): June 30, 2015 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. Government and agency securities including treasury bills $ 1,264,808 $ 166 $ (233 ) $ 1,264,741 Corporate notes, certificates of deposit and commercial paper 1,413,358 43 (879 ) 1,412,522 Total available-for-sale securities classified as short-term investments $ 2,678,166 $ 209 $ (1,112 ) $ 2,677,263 December 31, 2014 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. Government and agency securities including treasury bills $ 1,009,827 $ 8 $ (294 ) $ 1,009,541 Corporate notes, certificates of deposit and commercial paper 1,102,275 4 (666 ) 1,101,613 Total available-for-sale securities classified as short-term investments $ 2,112,102 $ 12 $ (960 ) $ 2,111,154 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 based on the three-tier fair value hierarchy (in thousands): June 30, 2015 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 284,532 $ — $ — $ 284,532 Commercial paper — 376,653 — 376,653 Certificates of deposit — 16,261 — 16,261 Short-term investments: Treasury bills 29,365 — — 29,365 U.S. government securities — 553,237 — 553,237 Agency securities — 682,139 — 682,139 Corporate notes — 741,097 — 741,097 Commercial paper — 301,910 — 301,910 Certificates of deposit — 369,515 — 369,515 Other current assets: Foreign currency forward contracts — 975 — 975 Liabilities Other current liabilities: Foreign currency forward contracts — (979 ) — (979 ) Total $ 313,897 $ 3,040,808 $ — $ 3,354,705 December 31, 2014 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 882,443 $ — $ — $ 882,443 Treasury bills 73,525 — — 73,525 U.S. government securities — 157,895 — 157,895 Agency securities — 39,998 — 39,998 Corporate notes — 13,684 — 13,684 Commercial paper — 185,321 — 185,321 Certificates of deposit — 10,010 — 10,010 Short-term investments: Treasury bills 167,575 — — 167,575 U.S. government securities — 746,128 — 746,128 Agency securities — 95,838 — 95,838 Corporate notes — 551,604 — 551,604 Commercial paper — 300,589 — 300,589 Certificates of deposit — 249,420 — 249,420 Total $ 1,123,543 $ 2,350,487 $ — $ 3,474,030 |
Schedule of Fair Values of Outstanding Derivative Instruments | The fair values of outstanding derivative instruments for the periods presented on a gross basis are as follows (in thousands): June 30, December 31, Balance Sheet Location 2015 2014 Assets Foreign currency forward contracts not designated as hedging instruments Other current assets $ 975 — Liabilities Foreign currency forward contracts not designated as hedging instruments Other current liabilities 979 — Total $ (4 ) $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table presents the detail of property and equipment, net for the periods presented (in thousands): June 30, December 31, 2015 2014 Property and equipment, net Equipment $ 647,550 $ 584,561 Furniture and leasehold improvements 212,633 131,851 Capitalized software 140,574 82,052 Construction in progress 95,773 89,806 Total 1,096,530 888,270 Less: Accumulated depreciation and amortization (445,513 ) (331,251 ) Property and equipment, net $ 651,017 $ 557,019 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Activities | The following table presents the goodwill activities for the periods presented (in thousands): Goodwill Balance as of December 31, 2014 $ 622,570 TellApart acquisition 394,989 Other acquisitions 84,567 Foreign currency translation adjustment 67 Balance as of June 30, 2015 $ 1,102,193 |
Schedule of Intangible Assets | The following table presents the detail of intangible assets for the periods presented (in thousands): Gross Carrying Accumulated Net Carrying Value Amortization Value June 30, 2015: Patents and developed technologies $ 135,752 $ (41,710 ) $ 94,042 Publisher and advertiser relationships 75,300 (15,410 ) 59,890 Assembled workforce 1,960 (1,586 ) 374 Other intangible assets 3,200 (1,154 ) 2,046 Total $ 216,212 $ (59,860 ) $ 156,352 December 31, 2014: Patents and developed technologies $ 105,052 $ (23,165 ) $ 81,887 Publisher and advertiser relationships 32,000 (9,831 ) 22,169 Assembled workforce 1,960 (1,457 ) 503 Other intangible assets 1,100 (648 ) 452 Total $ 140,112 $ (35,101 ) $ 105,011 |
Schedule of Estimated Future Amortization Expenses | Estimated future amortization expense as of June 30, 2015 is as follows (in thousands): Remainder of 2015 $ 27,261 2016 42,880 2017 26,874 2018 20,241 2019 12,647 Thereafter 26,449 Total $ 156,352 |
Components of Accrued and Other
Components of Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Statement Of Financial Position [Abstract] | |
Accrued and Other Current Liabilities | The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands): June 30, December 31, 2015 2014 Accrued compensation $ 71,796 $ 68,000 Accrued publisher payments 48,257 27,996 Deferred revenue 22,274 18,679 Accrued sales and marketing expenses 13,573 25,264 Accrued other 118,721 88,294 Total $ 274,621 $ 228,233 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Components of Notes | The Notes consisted of the following (in thousands): June 30, 2015 December 31, 2014 2019 Notes 2021 Notes 2019 Notes 2021 Notes Principal amounts: Principal $ 935,000 $ 954,000 $ 935,000 $ 954,000 Unamortized initial purchasers' discount and debt discount (1) (203,897 ) (270,207 ) (225,104 ) (287,876 ) Net carrying amount $ 731,103 $ 683,793 $ 709,896 $ 666,124 Carrying amount of the equity component (2) $ 222,826 $ 283,283 $ 222,826 $ 283,283 (1) (2) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share for periods presented (in thousands, except per share data). Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net loss $ (136,663 ) $ (144,642 ) $ (299,105 ) $ (277,004 ) Basic shares: Weighted-average common shares outstanding 663,555 604,054 656,291 596,399 Weighted-average restricted stock subject to repurchase (7,834 ) (8,447 ) (8,148 ) (8,639 ) Weighted-average shares used to compute basic net loss per share 655,721 595,607 648,143 587,760 Diluted shares: Weighted-average shares used to compute diluted net loss per share 655,721 595,607 648,143 587,760 Net loss per share attributable to common stockholders: Basic $ (0.21 ) $ (0.24 ) $ (0.46 ) $ (0.47 ) Diluted $ (0.21 ) $ (0.24 ) $ (0.46 ) $ (0.47 ) |
Summary of Potential Common Shares Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following number of potential shares of the Company’s common stock at the end of each period were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Three and Six Months Ended June 30, 2015 2014 RSUs 55,419 81,421 Warrants 24,329 — Stock options 18,315 27,470 Shares subject to repurchase 8,950 8,877 Employee stock purchase plan 1,437 1,147 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders Equity Note [Abstract] | |
Summary of Restricted Stock Activity | The activities for the restricted common stock issued to employees for the six months ended June 30, 2015 are summarized as follows (in thousands, except per share data): Weighted-Average Number of Grant-Date Fair Shares Value Per Share Unvested restricted common stock at December 31, 2014 4,955 $ 25.62 Granted 2,466 $ 40.00 Vested (1,120 ) $ 23.49 Canceled (9 ) $ 13.06 Unvested restricted common stock at June 30, 2015 6,292 $ 31.65 |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s RSUs for the six months ended June 30, 2015. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of each respective date (in thousands, except per share data): RSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2014 64,135 $ 29.08 Granted 9,573 $ 43.88 Vested (12,285 ) $ 26.84 Canceled (6,004 ) $ 28.49 Unvested and outstanding at June 30, 2015 55,419 $ 32.20 |
Compensation Expense Allocated | Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Cost of revenue $ 10,486 $ 13,869 $ 23,372 $ 23,700 Research and development 103,121 92,493 206,157 170,811 Sales and marketing 39,607 37,547 82,265 65,348 General and administrative 21,929 14,502 46,154 24,921 Total $ 175,143 $ 158,411 $ 357,948 $ 284,780 |
Operations by Geographic Area (
Operations by Geographic Area (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Revenue by Geography | Revenue by geography is based on the billing addresses of the customers. The following table sets forth revenue by services and revenue by geographic area (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenue by services: Advertising services $ 452,278 $ 277,440 $ 840,489 $ 503,491 Data licensing and other 50,105 34,726 97,833 59,167 Total revenue $ 502,383 $ 312,166 $ 938,322 $ 562,658 Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenue by geographic area: United States $ 321,191 $ 210,465 $ 610,119 $ 390,504 International 181,192 101,701 328,203 172,154 Total revenue $ 502,383 $ 312,166 $ 938,322 $ 562,658 |
Long-lived Assets by Geographic Area | The following table sets forth long-lived assets by geographic area (in thousands): June 30, December 31, 2015 2014 Property and equipment, net: United States $ 607,417 $ 523,810 International 43,600 33,209 Total property and equipment, net $ 651,017 $ 557,019 |
Cash, Cash Equivalents and Sh30
Cash, Cash Equivalents and Short-term Investments - Cash, Cash and Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Cash and cash equivalents: | ||||
Cash | $ 205,861 | $ 147,848 | ||
Cash and cash equivalents | 883,307 | 1,510,724 | $ 844,976 | $ 841,010 |
Short-term investments: | ||||
Short-term investments | 2,677,263 | 2,111,154 | ||
Money Market Funds | ||||
Cash and cash equivalents: | ||||
Cash and cash equivalents | 284,532 | 882,443 | ||
U.S. Government and Agency Securities Including Treasury Bills | ||||
Cash and cash equivalents: | ||||
Cash and cash equivalents | 271,418 | |||
Short-term investments: | ||||
Short-term investments | 1,264,741 | 1,009,541 | ||
Corporate Notes Certificates Of Deposit And Commercial Paper | ||||
Cash and cash equivalents: | ||||
Cash and cash equivalents | 392,914 | 209,015 | ||
Short-term investments: | ||||
Short-term investments | $ 1,412,522 | $ 1,101,613 |
Cash, Cash Equivalents and Sh31
Cash, Cash Equivalents and Short-term Investments - Contractual Maturities of Securities Classified as Available-for-Sale (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Cash And Cash Equivalents And Marketable Securities [Abstract] | |
Due within one year | $ 1,951,083 |
Due after one year through two years | 726,180 |
Total | $ 2,677,263 |
Cash, Cash Equivalents and Sh32
Cash, Cash Equivalents and Short-term Investments - Summary of Unrealized Gains and Losses Related to Available-for-Sale Securities Classified as Short-term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | $ 2,678,166 | $ 2,112,102 |
Gross Unrealized Gains | 209 | 12 |
Gross Unrealized Losses | (1,112) | (960) |
Short-term investments | 2,677,263 | 2,111,154 |
U.S. Government and Agency Securities Including Treasury Bills | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | 1,264,808 | 1,009,827 |
Gross Unrealized Gains | 166 | 8 |
Gross Unrealized Losses | (233) | (294) |
Short-term investments | 1,264,741 | 1,009,541 |
Corporate Notes Certificates Of Deposit And Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | 1,413,358 | 1,102,275 |
Gross Unrealized Gains | 43 | 4 |
Gross Unrealized Losses | (879) | (666) |
Short-term investments | $ 1,412,522 | $ 1,101,613 |
Cash, Cash Equivalents and Sh33
Cash, Cash Equivalents and Short-term Investments - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Investments Debt And Equity Securities [Abstract] | ||
Securities continuous loss position for 12 months or longer | $ 0 | $ 0 |
Impairment loss on securities | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | $ 2,677,263 | $ 2,111,154 |
Other current assets | 975 | |
Other current liabilities | 979 | |
Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 3,354,705 | 3,474,030 |
Fair Value, Measurements, Recurring | Agency Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 39,998 | |
Short-term investments | 682,139 | 95,838 |
Fair Value, Measurements, Recurring | Money Market Funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 284,532 | 882,443 |
Fair Value, Measurements, Recurring | Treasury Bills | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 73,525 | |
Short-term investments | 29,365 | 167,575 |
Fair Value, Measurements, Recurring | US Government Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 157,895 | |
Short-term investments | 553,237 | 746,128 |
Fair Value, Measurements, Recurring | Corporate Notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 13,684 | |
Short-term investments | 741,097 | 551,604 |
Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 376,653 | 185,321 |
Short-term investments | 301,910 | 300,589 |
Fair Value, Measurements, Recurring | Certificates of Deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 16,261 | 10,010 |
Short-term investments | 369,515 | 249,420 |
Fair Value, Measurements, Recurring | Foreign currency forward contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 975 | |
Other current liabilities | (979) | |
Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 313,897 | 1,123,543 |
Level 1 | Fair Value, Measurements, Recurring | Money Market Funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 284,532 | 882,443 |
Level 1 | Fair Value, Measurements, Recurring | Treasury Bills | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 73,525 | |
Short-term investments | 29,365 | 167,575 |
Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 3,040,808 | 2,350,487 |
Level 2 | Fair Value, Measurements, Recurring | Agency Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 39,998 | |
Short-term investments | 682,139 | 95,838 |
Level 2 | Fair Value, Measurements, Recurring | US Government Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 157,895 | |
Short-term investments | 553,237 | 746,128 |
Level 2 | Fair Value, Measurements, Recurring | Corporate Notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 13,684 | |
Short-term investments | 741,097 | 551,604 |
Level 2 | Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 376,653 | 185,321 |
Short-term investments | 301,910 | 300,589 |
Level 2 | Fair Value, Measurements, Recurring | Certificates of Deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 16,261 | 10,010 |
Short-term investments | 369,515 | $ 249,420 |
Level 2 | Fair Value, Measurements, Recurring | Foreign currency forward contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 975 | |
Other current liabilities | $ (979) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Notional principal of foreign currency forward contracts outstanding | $ 265,600,000 | $ 0 | |
Convertible Notes | Senior Notes Due 2019 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Debt instrument, principal amount | $ 935,000,000 | 935,000,000 | $ 900,000,000 |
Debt Instrument, percentage | 0.25% | ||
Debt Instrument, due date | 2,019 | ||
Convertible Notes | Senior Notes Due 2021 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Debt instrument, principal amount | $ 954,000,000 | $ 954,000,000 | $ 900,000,000 |
Debt Instrument, percentage | 1.00% | ||
Debt Instrument, due date | 2,021 | ||
Level 2 | Convertible Notes | Senior Notes Due 2019 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Estimated fair value of notes based on a market approach | $ 836,900,000 | ||
Level 2 | Convertible Notes | Senior Notes Due 2021 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Estimated fair value of notes based on a market approach | $ 848,900,000 |
Fair Value Measurements - Sch36
Fair Value Measurements - Schedule of Fair Values of Outstanding Derivative Instruments (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Assets | |
Foreign currency forward contracts not designated as hedging instruments | $ 975 |
Liabilities | |
Foreign currency forward contracts not designated as hedging instruments | 979 |
Total | $ (4) |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property and equipment, net | ||
Property and equipment, gross | $ 1,096,530 | $ 888,270 |
Less: Accumulated depreciation and amortization | (445,513) | (331,251) |
Property and equipment, net | 651,017 | 557,019 |
Equipment | ||
Property and equipment, net | ||
Property and equipment, gross | 647,550 | 584,561 |
Furniture and Leasehold Improvements | ||
Property and equipment, net | ||
Property and equipment, gross | 212,633 | 131,851 |
Computer Software | ||
Property and equipment, net | ||
Property and equipment, gross | 140,574 | 82,052 |
Construction in Progress | ||
Property and equipment, net | ||
Property and equipment, gross | $ 95,773 | $ 89,806 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Schedule of Goodwill Activities (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended |
May. 31, 2015 | Jun. 30, 2015 | |
Goodwill | ||
Beginning balance | $ 622,570 | |
Foreign currency translation adjustment | 67 | |
Ending balance | 1,102,193 | |
TellApart Inc | ||
Goodwill | ||
Acquisition | $ 395,000 | 394,989 |
Other acquisitions | ||
Goodwill | ||
Acquisition | $ 84,567 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 216,212 | $ 140,112 |
Accumulated Amortization | (59,860) | (35,101) |
Net Carrying Value | 156,352 | 105,011 |
Patents and Developed Technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 135,752 | 105,052 |
Accumulated Amortization | (41,710) | (23,165) |
Net Carrying Value | 94,042 | 81,887 |
Publisher and Advertiser Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 75,300 | 32,000 |
Accumulated Amortization | (15,410) | (9,831) |
Net Carrying Value | 59,890 | 22,169 |
Assembled Workforce | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,960 | 1,960 |
Accumulated Amortization | (1,586) | (1,457) |
Net Carrying Value | 374 | 503 |
Other Intangible Assets | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 3,200 | 1,100 |
Accumulated Amortization | (1,154) | (648) |
Net Carrying Value | $ 2,046 | $ 452 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 14 | $ 8.1 | $ 24.8 | $ 14.3 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2015 | $ 27,261 | |
2,016 | 42,880 | |
2,017 | 26,874 | |
2,018 | 20,241 | |
2,019 | 12,647 | |
Thereafter | 26,449 | |
Net Carrying Value | $ 156,352 | $ 105,011 |
Accrued and Other Current Lia42
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 71,796 | $ 68,000 |
Accrued publisher payments | 48,257 | 27,996 |
Deferred revenue | 22,274 | 18,679 |
Accrued sales and marketing expenses | 13,573 | 25,264 |
Accrued other | 118,721 | 88,294 |
Total | $ 274,621 | $ 228,233 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands, shares in Millions | 1 Months Ended | 6 Months Ended |
May. 31, 2015USD ($)shares | Jun. 30, 2015USD ($)Acquisitionshares | |
Business Acquisition [Line Items] | ||
Fair value of contingent payment | $ 102,900 | |
Equity compensation service period | 48 months | |
Employee Stock Options | ||
Business Acquisition [Line Items] | ||
Business acquisition, assumed common shares / stock options | shares | 1.4 | |
Unrecognized share-based compensation expense | $ 49,900 | |
TellApart Inc | ||
Business Acquisition [Line Items] | ||
Business acquisition, purchase price cash consideration | $ 22,600 | |
Business acquisition, common stock issued | shares | 12.2 | |
Business acquisition, assumed common shares / stock options | shares | 1.2 | |
Business Combination, Consideration Transferred | $ 479,100 | |
Business acquisition, common stock issued | 456,500 | |
Acquisition purchase price allocated to cash | 29,600 | |
Account receivables | 19,700 | |
Other tangible assets | 2,200 | |
Acquisition purchase price allocated to liability | 11,800 | |
Acquisition purchase price allocated to deferred tax liability | 22,400 | |
Goodwill acquired | 395,000 | $ 394,989 |
TellApart Inc | Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Acquisition purchase price allocated to finite lived intangible assets | 21,400 | |
TellApart Inc | Developed Technology Rights | Minimum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful lives | 12 months | |
TellApart Inc | Developed Technology Rights | Maximum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful lives | 72 months | |
TellApart Inc | Advertiser Relationships | ||
Business Acquisition [Line Items] | ||
Acquisition purchase price allocated to finite lived intangible assets | 43,300 | |
TellApart Inc | Advertiser Relationships | Minimum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful lives | 12 months | |
TellApart Inc | Advertiser Relationships | Maximum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful lives | 72 months | |
TellApart Inc | Trade Name | ||
Business Acquisition [Line Items] | ||
Acquisition purchase price allocated to finite lived intangible assets | $ 2,100 | |
TellApart Inc | Trade Name | Minimum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful lives | 12 months | |
TellApart Inc | Trade Name | Maximum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful lives | 72 months | |
TellApart Inc | Stock Options | ||
Business Acquisition [Line Items] | ||
Business acquisition, assumed common shares / stock options | shares | 1.3 | |
Other acquisitions | ||
Business Acquisition [Line Items] | ||
Business acquisition, purchase price cash consideration | $ 33,300 | |
Business Combination, Consideration Transferred | 93,400 | |
Business acquisition, common stock issued | 60,100 | |
Acquisition purchase price allocated to deferred tax liability | 1,800 | |
Goodwill acquired | $ 84,567 | |
Number of businesses acquired | Acquisition | 3 | |
Acquisition purchase price allocated to assets | $ 2,800 | |
Business acquisition, goodwill expected tax deductible amount | 4,100 | |
Other acquisitions | Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Acquisition purchase price allocated to finite lived intangible assets | $ 7,800 | |
Other acquisitions | Developed Technology Rights | Minimum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful lives | 12 months | |
Other acquisitions | Developed Technology Rights | Maximum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful lives | 36 months | |
All Acquisitions | Employee Stock Options | ||
Business Acquisition [Line Items] | ||
Equity compensation service period | 45 months | |
Unrecognized share-based compensation expense | $ 36,800 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Oct. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($)d$ / sharesshares | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | ||
Debt Instrument [Line Items] | |||||||
Amortization of discount on convertible notes | $ 33,644,000 | ||||||
Convertible notes | $ 1,414,896,000 | $ 1,414,896,000 | $ 1,376,020,000 | ||||
Exercise price of the warrants | $ / shares | $ 105.28 | $ 105.28 | |||||
Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Initial purchasers' discount | $ 28,300,000 | $ 28,300,000 | |||||
Debt issuance costs | 500,000 | ||||||
Proceeds from offerings, net of transaction costs | 1,860,000,000 | ||||||
Debt Instrument, frequency of periodic payment | semi-annually | ||||||
Debt Instrument, date of first required payment | Mar. 15, 2015 | ||||||
Debt Instrument Payment Terms | The interest rates are fixed at 0.25% and 1.00% per annum, respectively, and are payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2015. | ||||||
Amortization of debt discount allocated to interest expense | $ 1,300,000 | $ 2,600,000 | |||||
Accrued coupon interest expense | 3,000,000 | $ 6,000,000 | |||||
Price percentage for repurchase of notes if repurchase option is elected | 100.00% | ||||||
Equity component of the convertible note issuance, net | $ 100,000 | ||||||
Amortization of discount on convertible notes | $ 400,000 | $ 400,000 | |||||
Number of shares authorized for repurchase under hedge agreement | shares | 24.3 | 24.3 | |||||
Exercise price of the option to repurchase stock | $ / shares | $ 77.64 | ||||||
Purchases of convertible note hedges | $ 407,200,000 | ||||||
Number of warrants issued | shares | 24.3 | 24.3 | |||||
Exercise price of the warrants | $ / shares | $ 105.28 | $ 105.28 | |||||
Proceeds from issuance of warrants | $ 289,300,000 | ||||||
Convertible Notes | Interest Expense | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of discount on convertible notes | $ 18,600,000 | $ 36,500,000 | |||||
Convertible Notes | Scenario One | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt instrument, consecutive trading days threshold | 30 days | ||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 130.00% | ||||||
Convertible Notes | Scenario One | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt instrument, trading days threshold | d | 20 | ||||||
Convertible Notes | Scenario Two | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt instrument, trading days threshold | d | 5 | ||||||
Convertible debt instrument, consecutive trading days threshold | 5 days | ||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 98.00% | ||||||
Convertible Notes | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, conversion principal amount | $ 1,000 | ||||||
Debt Instrument, conversion ratio | 12.8793 | ||||||
Conversion Price | $ / shares | $ 77.64 | $ 77.64 | |||||
Debt Instrument, terms of conversion | Each $1,000 of principal of these Notes will initially be convertible into 12.8793 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $77.64 per share, subject to adjustment upon the occurrence of specified events. | ||||||
Convertible Notes | Senior Notes Due 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | 900,000,000 | $ 935,000,000 | $ 935,000,000 | 900,000,000 | 935,000,000 | ||
Proceeds from Issuance of Debt | $ 35,000,000 | ||||||
Initial purchasers' discount | [1] | $ 203,897,000 | $ 203,897,000 | 225,104,000 | |||
Debt Instrument, percentage | 0.25% | 0.25% | |||||
Debt Instrument, conversion earliest date | Mar. 15, 2019 | ||||||
Carrying amount of the equity component | [2] | $ 222,826,000 | $ 222,826,000 | 222,826,000 | |||
Effective interest rate for amortization to interest expense | 5.75% | 5.75% | |||||
Convertible notes | $ 731,103,000 | $ 731,103,000 | 709,896,000 | ||||
Remaining period for convertible debt | 50 months | ||||||
Convertible Notes | Senior Notes Due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 900,000,000 | 954,000,000 | $ 954,000,000 | $ 900,000,000 | 954,000,000 | ||
Proceeds from Issuance of Debt | $ 54,000,000 | ||||||
Initial purchasers' discount | [1] | $ 270,207,000 | $ 270,207,000 | 287,876,000 | |||
Debt Instrument, percentage | 1.00% | 1.00% | |||||
Debt Instrument, conversion earliest date | Mar. 15, 2021 | ||||||
Carrying amount of the equity component | [2] | $ 283,283,000 | $ 283,283,000 | 283,283,000 | |||
Effective interest rate for amortization to interest expense | 6.25% | 6.25% | |||||
Convertible notes | $ 683,793,000 | $ 683,793,000 | $ 666,124,000 | ||||
Remaining period for convertible debt | 74 months | ||||||
[1] | Included in the consolidated balance sheets within convertible notes and amortized over the remaining lives of the Notes. | ||||||
[2] | Included in the consolidated balance sheets within additional paid-in capital. |
Convertible Senior Notes - Comp
Convertible Senior Notes - Components of Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
Principal amounts: | ||||
Net carrying amount | $ 1,414,896 | $ 1,376,020 | ||
Convertible Notes | ||||
Principal amounts: | ||||
Unamortized initial purchasers' discount and debt discount | $ (28,300) | |||
Convertible Notes | Senior Notes Due 2019 | ||||
Principal amounts: | ||||
Debt instrument, principal amount | 935,000 | 935,000 | 900,000 | |
Unamortized initial purchasers' discount and debt discount | [1] | (203,897) | (225,104) | |
Net carrying amount | 731,103 | 709,896 | ||
Carrying amount of the equity component | [2] | 222,826 | 222,826 | |
Convertible Notes | Senior Notes Due 2021 | ||||
Principal amounts: | ||||
Debt instrument, principal amount | 954,000 | 954,000 | $ 900,000 | |
Unamortized initial purchasers' discount and debt discount | [1] | (270,207) | (287,876) | |
Net carrying amount | 683,793 | 666,124 | ||
Carrying amount of the equity component | [2] | $ 283,283 | $ 283,283 | |
[1] | Included in the consolidated balance sheets within convertible notes and amortized over the remaining lives of the Notes. | |||
[2] | Included in the consolidated balance sheets within additional paid-in capital. |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (136,663) | $ (144,642) | $ (299,105) | $ (277,004) |
Basic shares: | ||||
Weighted-average common shares outstanding | 663,555 | 604,054 | 656,291 | 596,399 |
Weighted-average restricted stock subject to repurchase | (7,834) | (8,447) | (8,148) | (8,639) |
Weighted-average shares used to compute basic net loss per share | 655,721 | 595,607 | 648,143 | 587,760 |
Diluted shares: | ||||
Weighted-average shares used to compute diluted net loss per share | 655,721 | 595,607 | 648,143 | 587,760 |
Net loss per share attributable to common stockholders: | ||||
Basic | $ (0.21) | $ (0.24) | $ (0.46) | $ (0.47) |
Diluted | $ (0.21) | $ (0.24) | $ (0.46) | $ (0.47) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potential Common Shares Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
RSUs | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 55,419 | 81,421 | 55,419 | 81,421 |
Warrants | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 24,329 | 24,329 | ||
Stock Options | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 18,315 | 27,470 | 18,315 | 27,470 |
Restricted Common Stock | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 8,950 | 8,877 | 8,950 | 8,877 |
Employee Stock Purchase Plans | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 1,437 | 1,147 | 1,437 | 1,147 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) - Jun. 30, 2015 - $ / shares | Total |
Earnings Per Share Basic [Line Items] | |
Exercise price of the warrants | $ 105.28 |
Convertible Senior Notes Due 2019 and 2021 | |
Earnings Per Share Basic [Line Items] | |
Conversion Price | $ 77.64 |
Conversion spread will have a dilutive impact on diluted net income per share of common stock | 24,300,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Equity compensation service period | 48 months | ||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 700,000 | ||||
Employee stock purchase plan (ESOP), weighted average purchase price of shares purchased | $ 31.07 | ||||
Internal Use Software and Website Development Costs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation, capitalized amount | $ 13.3 | $ 8.8 | $ 29.8 | $ 15.5 | |
2013 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Equity compensation service period | 4 years | ||||
Number of shares initially reserved | 68,300,000 | 68,300,000 | |||
Number of shares available for issuance | 60,000,000 | 60,000,000 | |||
Outstanding shares of common stock percentage | 5.00% | ||||
Options granted expire years | 10 years | ||||
2013 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense | $ 16.4 | $ 16.4 | |||
Unrecognized share-based compensation expense, weighted average recognition period | 7 months 6 days | ||||
Number of shares available for issuance | 11,300,000 | 11,300,000 | |||
Outstanding shares of common stock percentage | 1.00% | ||||
Share-based compensation expense | $ 4.2 | 10.5 | $ 8.1 | 16.7 | |
Restricted Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense | $ 147.7 | $ 147.7 | |||
Unrecognized share-based compensation expense, weighted average recognition period | 2 years 7 months 6 days | ||||
Restricted Common Stock | All Acquisitions | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Equity compensation service period | 2 years | ||||
Restricted Common Stock | All Acquisitions | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Equity compensation service period | 4 years | ||||
Employee Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense, weighted average recognition period | 2 years 6 months | ||||
Stock option outstanding | 18,300,000 | 18,300,000 | 20,400,000 | ||
Business acquisition, assumed stock options | 1,400,000 | ||||
Business acquisition, share price | $ 2.89 | ||||
Stock options exercised, intrinsic value | $ 39.4 | 403.2 | $ 140.6 | 537.1 | |
Unrecognized share-based compensation expense | 49.9 | $ 49.9 | |||
Employee Stock Options | All Acquisitions | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Equity compensation service period | 45 months | ||||
Unrecognized share-based compensation expense | 36.8 | $ 36.8 | |||
RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense | 1,290 | $ 1,290 | |||
Unrecognized share-based compensation expense, weighted average recognition period | 2 years 9 months 18 days | ||||
Fair Value as of vesting dates of RSUs that are vested during the period | $ 248.1 | $ 260.9 | $ 504.4 | $ 1,220 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Restricted Stock Activity (Details) - 6 months ended Jun. 30, 2015 - Restricted Common Stock - $ / shares shares in Thousands | Total |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | 4,955 |
Number of Shares, granted | 2,466 |
Number of Shares, vested | (1,120) |
Number of Shares, Canceled | (9) |
Number of Unvested Shares, end of period | 6,292 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ 25.62 |
Weighted Average Grant Date Fair Value Per Share, Granted | 40 |
Weighted Average Grant Date Fair Value Per Share, Vested | 23.49 |
Weighted Average Grant Date Fair Value Per Share, Canceled | 13.06 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ 31.65 |
Stockholders' Equity - Summar51
Stockholders' Equity - Summary of RSU Activity (Details) - 6 months ended Jun. 30, 2015 - RSUs - $ / shares shares in Thousands | Total |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | 64,135 |
Number of Shares, granted | 9,573 |
Number of Shares, vested | (12,285) |
Number of Shares, Canceled | (6,004) |
Number of Unvested Shares, end of period | 55,419 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ 29.08 |
Weighted Average Grant Date Fair Value Per Share, Granted | 43.88 |
Weighted Average Grant Date Fair Value Per Share, Vested | 26.84 |
Weighted Average Grant Date Fair Value Per Share, Canceled | 28.49 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ 32.20 |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Expense Allocated (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 175,143 | $ 158,411 | $ 357,948 | $ 284,780 |
Cost of Revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 10,486 | 13,869 | 23,372 | 23,700 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 103,121 | 92,493 | 206,157 | 170,811 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 39,607 | 37,547 | 82,265 | 65,348 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 21,929 | $ 14,502 | $ 46,154 | $ 24,921 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Benefit from income taxes | $ (19,473) | $ (5,599) | $ (18,841) | $ (4,377) |
Unrecognized tax benefits, period change | 14,200 | 37,900 | ||
Unrecognized tax benefits | $ 220,300 | $ 220,300 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Jun. 30, 2015 - USD ($) | Total |
Other Commitments [Line Items] | |
Unsecured revolving credit facility | $ 1,000,000,000 |
Line of credit facility, expiration date | Oct. 22, 2018 |
Line of credit facility, interest rate description | Loans under the credit facility bear interest, at the Company’s option, at (i) a base rate based on the highest of the prime rate, the federal funds rate plus 0.50% and an adjusted LIBOR rate for a one-month interest period plus 1.00%, in each case plus a margin ranging from 0.00% to 0.75% or (ii) an adjusted LIBOR rate plus a margin ranging from 1.00% to 1.75%. |
Amended revolving credit agreement, leverage ratio above which security will be requited | 2.50% |
Amended revolving credit agreement, outstanding amount above which security will be requited | $ 500,000,000 |
Amended revolving credit agreement, percentage of borrowed amount to borrowing capacity above which security will be requited | 50.00% |
Line of credit facility amount | $ 0 |
Expiration year of operating lease, earliest | 2,015 |
Expiration year of operating lease, last | 2,026 |
Base Rate | Minimum | |
Other Commitments [Line Items] | |
Line of credit facility, interest rate | 0.00% |
Base Rate | Maximum | |
Other Commitments [Line Items] | |
Line of credit facility, interest rate | 0.75% |
London Interbank Offered Rate (LIBOR) | Minimum | |
Other Commitments [Line Items] | |
Line of credit facility, interest rate | 1.00% |
London Interbank Offered Rate (LIBOR) | Maximum | |
Other Commitments [Line Items] | |
Line of credit facility, interest rate | 1.75% |
Federal Funds Rate Plus 0.50% | |
Other Commitments [Line Items] | |
Line of credit facility, interest rate | 0.50% |
Libor Rate One Month Interest Period Plus 1.00% | |
Other Commitments [Line Items] | |
Line of credit facility, interest rate | 1.00% |
Operations by Geographic Area -
Operations by Geographic Area - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue: | ||||
Revenue | $ 502,383 | $ 312,166 | $ 938,322 | $ 562,658 |
United States | ||||
Revenue: | ||||
Revenue | 321,191 | 210,465 | 610,119 | 390,504 |
International | ||||
Revenue: | ||||
Revenue | 181,192 | 101,701 | 328,203 | 172,154 |
Advertising Services | ||||
Revenue: | ||||
Revenue | 452,278 | 277,440 | 840,489 | 503,491 |
Data Licensing And Other | ||||
Revenue: | ||||
Revenue | $ 50,105 | $ 34,726 | $ 97,833 | $ 59,167 |
Operations by Geographic Area56
Operations by Geographic Area - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($)Country | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)Country | Jun. 30, 2014USD ($) | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | $ 502,383 | $ 312,166 | $ 938,322 | $ 562,658 |
International | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | $ 181,192 | 101,701 | $ 328,203 | 172,154 |
Revenue | International | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Number of individual country that contributed in excess of ten percent to revenue | Country | 0 | 0 | ||
Revenue | United Kingdom | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | $ 33,400 | $ 57,300 | ||
Revenue | Geographic Concentration Risk | United Kingdom | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue percentage | 11.00% | 10.00% |
Operations by Geographic Area57
Operations by Geographic Area - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property and equipment, net: | ||
Property and equipment, net | $ 651,017 | $ 557,019 |
United States | ||
Property and equipment, net: | ||
Property and equipment, net | 607,417 | 523,810 |
International | ||
Property and equipment, net: | ||
Property and equipment, net | $ 43,600 | $ 33,209 |