Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 26, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
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 | 701,897,432 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,027,661 | $ 911,471 |
Short-term investments | 2,548,749 | 2,583,877 |
Accounts receivable, net of allowance for doubtful accounts of $7,850 and $8,121 as of March 31, 2016 and December 31, 2015, respectively | 576,800 | 638,694 |
Prepaid expenses and other current assets | 235,699 | 247,750 |
Total current assets | 4,388,909 | 4,381,792 |
Property and equipment, net | 746,713 | 735,299 |
Intangible assets | 128,274 | 141,015 |
Goodwill | 1,122,533 | 1,122,728 |
Other assets | 89,739 | 61,605 |
Total assets | 6,476,168 | 6,442,439 |
Current liabilities: | ||
Accounts payable | 90,353 | 134,081 |
Accrued and other current liabilities | 250,720 | 283,792 |
Capital leases, short-term | 81,692 | 88,166 |
Total current liabilities | 422,765 | 506,039 |
Convertible notes | 1,475,513 | 1,455,095 |
Capital leases, long-term | 45,478 | 59,695 |
Deferred and other long-term tax liabilities, net | 3,847 | 2,978 |
Other long-term liabilities | 51,079 | 50,585 |
Total liabilities | $ 1,998,682 | $ 2,074,392 |
Commitments and contingencies (Note 11) | ||
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; 700,203 and 694,132 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | $ 3 | $ 3 |
Additional paid-in capital | 6,681,181 | 6,507,087 |
Accumulated other comprehensive loss | (30,490) | (45,566) |
Accumulated deficit | (2,173,208) | (2,093,477) |
Total stockholders' equity | 4,477,486 | 4,368,047 |
Total liabilities and stockholders' equity | $ 6,476,168 | $ 6,442,439 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 7,850 | $ 8,121 |
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 | 700,203,000 | 694,132,000 |
Common stock, shares outstanding | 700,203,000 | 694,132,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 594,521 | $ 435,939 |
Costs and expenses | ||
Cost of revenue | 198,405 | 143,475 |
Research and development | 155,794 | 189,746 |
Sales and marketing | 236,171 | 183,557 |
General and administrative | 63,267 | 65,777 |
Total costs and expenses | 653,637 | 582,555 |
Loss from operations | (59,116) | (146,616) |
Interest expense | (24,893) | (24,319) |
Other income (expense), net | 6,306 | 9,125 |
Loss before income taxes | (77,703) | (161,810) |
Provision for income taxes | 2,028 | 632 |
Net loss | $ (79,731) | $ (162,442) |
Net loss per share attributable to common stockholders: | ||
Basic | $ (0.12) | $ (0.25) |
Diluted | $ (0.12) | $ (0.25) |
Weighted-average shares used to compute net loss per share attributable to common stockholders: | ||
Basic | 691,564 | 640,464 |
Diluted | 691,564 | 640,464 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (79,731) | $ (162,442) |
Other comprehensive income (loss): | ||
Unrealized gain on investments in available-for-sale securities, net of tax | 4,442 | 570 |
Foreign currency translation adjustment | 10,634 | (33,502) |
Net change in accumulated other comprehensive loss | 15,076 | (32,932) |
Comprehensive loss | $ (64,655) | $ (195,374) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (79,731) | $ (162,442) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 88,621 | 67,864 |
Stock-based compensation expense | 150,916 | 182,805 |
Amortization of discount on convertible notes | 18,370 | 16,638 |
Changes in bad debt provision | (158) | 2,792 |
Deferred income tax | 86 | (1,942) |
Other adjustments | 6,605 | (6,411) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | ||
Accounts receivable | 65,756 | (4,159) |
Prepaid expenses and other assets | (12,819) | (2,640) |
Accounts payable | (37,033) | (1,714) |
Accrued and other liabilities | (37,849) | 1,390 |
Net cash provided by operating activities | 162,764 | 92,181 |
Cash flows from investing activities | ||
Purchases of property and equipment | (59,148) | (67,735) |
Purchases of marketable securities | (581,069) | (729,793) |
Proceeds from maturities of marketable securities | 595,586 | 712,405 |
Proceeds from sales of marketable securities | 21,289 | 178,631 |
Changes in restricted cash | (76) | (3,362) |
Business combinations, net of cash acquired | (28,927) | |
Other investing activities | (5,000) | (2,000) |
Net cash provided by (used in) investing activities | (28,418) | 59,219 |
Cash flows from financing activities | ||
Taxes paid related to net share settlement of equity awards | (2,124) | (6,174) |
Repayments of capital lease obligations | (24,917) | (33,546) |
Proceeds from exercise of stock options | 2,941 | 3,749 |
Other financing activities | 21 | |
Net cash used in financing activities | (24,079) | (35,971) |
Net increase in cash and cash equivalents | 110,267 | 115,429 |
Foreign exchange effect on cash and cash equivalents | 5,923 | (18,748) |
Cash and cash equivalents at beginning of period | 911,471 | 1,510,724 |
Cash and cash equivalents at end of period | 1,027,661 | 1,607,405 |
Supplemental disclosures of non-cash investing and financing activities | ||
Common stock issued in connection with acquisitions | 57,679 | |
Equipment purchases under capital leases | 4,349 | 4,821 |
Changes in accrued property and equipment purchases | $ (1,309) | $ 12,360 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
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 (“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. 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, 2015. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with 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 GAAP guidance on this topic and eliminate 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. In March 2016 and April 2016, the FASB further amended the guidance to clarify the implementation on principal versus agent considerations, the identification of performance obligation and the licensing implementation guidance. The Company has not yet selected a transition method and is evaluating the impact of adopting these new accounting standard updates 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. The Company adopted this guidance prospectively during the three months ended March 31, 2016, and the adoption had 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 became effective for reporting periods beginning after December 15, 2015. The Company adopted this guidance retrospectively during the three months ended March 31, 2016, and the adoption had no 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. The Company adopted this guidance retrospectively during the three months ended March 31, 2016 and the adoption had an immaterial impact on the Company’s financial statements. In September 2015, the FASB issued a new accounting standard update on simplifying the accounting for measurement-period adjustments in business combinations. The new guidance requires that the adjustments to provisional amounts that are identified during the measurement period be recognized in the reporting period when the adjustments are determined. In addition, the effect on earnings of changes as a result of the change to the provisional amounts is required to be recorded in the same period’s financial statements. The Company adopted this guidance prospectively on January 1, 2016, and the adoption had no impact on the Company’s financial statements. In January 2016, the FASB issued a new accounting standard update on the classification and measurement of financial instruments. The new guidance principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. 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. In February 2016, the FASB issued a new accounting standard update on leases. The new guidance requires lessees to recognize right-of-use assets and lease liabilities for operating leases, initially measured at the present value of the lease payments, on the balance sheet. In addition, it requires lessees to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures and anticipates this new guidance will materially impact the Company’s financial statements given the Company has a significant number of operating leases. In March 2016, the FASB issued a new accounting standard update on simplifying the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance also allows an entity to account for forfeitures when they occur. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures. |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term Investments | 3 Months Ended |
Mar. 31, 2016 | |
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): March 31, December 31, 2016 2015 Cash and cash equivalents: Cash $ 242,542 $ 300,363 Money market funds 275,326 141,700 Corporate notes, certificates of deposit and commercial paper 509,793 469,408 Total cash and cash equivalents $ 1,027,661 $ 911,471 Short-term investments: U.S. government and agency securities including treasury bills $ 1,167,900 $ 1,156,418 Corporate notes, certificates of deposit and commercial paper 1,380,849 1,427,459 Total short-term investments $ 2,548,749 $ 2,583,877 The contractual maturities of securities classified as available-for-sale as of March 31, 2016 were as follows (in thousands): March 31, 2016 Due within one year $ 2,031,864 Due after one year through two years 516,885 Total $ 2,548,749 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): March 31, 2016 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,167,851 $ 198 $ (149 ) $ 1,167,900 Corporate notes, certificates of deposit and commercial paper 1,380,433 740 (324 ) 1,380,849 Total available-for-sale securities classified as short-term investments $ 2,548,284 $ 938 $ (473 ) $ 2,548,749 December 31, 2015 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,158,479 $ 6 $ (2,067 ) $ 1,156,418 Corporate notes, certificates of deposit and commercial paper 1,429,374 21 (1,936 ) 1,427,459 Total available-for-sale securities classified as short-term investments $ 2,587,853 $ 27 $ (4,003 ) $ 2,583,877 There were no securities in a continuous loss position for 12 months or longer as of March 31, 2016 and December 31, 2015. 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 | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 based on the three-tier fair value hierarchy (in thousands): March 31, 2016 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 275,326 $ — $ — $ 275,326 Commercial paper — 488,627 — 488,627 Certificates of deposit — 21,166 — 21,166 Short-term investments: Treasury bills 19,991 — — 19,991 U.S. government securities — 640,658 — 640,658 Agency securities — 507,251 — 507,251 Corporate notes — 659,779 — 659,779 Commercial paper — 181,373 — 181,373 Certificates of deposit — 539,697 — 539,697 Other current assets: Foreign currency forward contracts — 3,951 — 3,951 Total $ 295,317 $ 3,042,502 $ — $ 3,337,819 Liabilities Other current liabilities: Foreign currency forward contracts — 1,072 — 1,072 Total $ — $ 1,072 $ — $ 1,072 December 31, 2015 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 141,700 $ — $ — $ 141,700 Commercial paper — 419,110 — 419,110 Certificates of deposit — 50,298 — 50,298 Short-term investments: Treasury bills 29,953 — — 29,953 U.S. government securities — 537,168 — 537,168 Agency securities — 589,297 — 589,297 Corporate notes — 693,593 — 693,593 Commercial paper — 229,965 — 229,965 Certificates of deposit — 503,901 — 503,901 Other current assets: Foreign currency forward contracts — 6,804 — 6,804 Total $ 171,653 $ 3,030,136 $ — $ 3,201,789 Liabilities Other current liabilities: Foreign currency forward contracts — 3,005 — 3,005 Total $ — $ 3,005 $ — $ 3,005 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 7 – 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 March 31, 2016 was approximately $818.1 million and $806.1 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 March 31, 2016. The Company held non-marketable investments in equity securities of privately-held companies that are accounted for using the cost method. These investments are included within Other Assets on the consolidated balance sheets. Such investments are reviewed periodically for impairment and are recorded at fair value in the period an impairment charge is recognized. If measured at fair value, these would generally be classified in Level 3 of the fair value hierarchy. 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 $333.1 million and $425.2 million at March 31, 2016 and December 31, 2015, respectively. The fair values of outstanding derivative instruments for the periods presented on a gross basis are as follows (in thousands): March 31, December 31, Balance Sheet Location 2016 2015 Assets Foreign currency forward contracts not designated as hedging instruments Other current assets $ 3,951 6,804 Liabilities Foreign currency forward contracts not designated as hedging instruments Other current liabilities 1,072 3,005 Total $ 2,879 $ 3,799 The Company recognized $1.8 million of gains on the foreign currency contracts in the three months ended March 31, 2016. The realized gains and losses on the foreign currency forward contracts were not material in the three months ended March 31, 2015. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2016 | |
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): March 31, December 31, 2016 2015 Property and equipment, net Equipment $ 757,662 $ 720,421 Furniture and leasehold improvements 313,909 297,274 Capitalized software 228,858 211,241 Construction in progress 95,425 85,073 Total 1,395,854 1,314,009 Less: Accumulated depreciation and amortization (649,141 ) (578,710 ) Property and equipment, net $ 746,713 $ 735,299 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
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, 2015 $ 1,122,728 Foreign currency translation adjustment (195 ) Balance as of March 31, 2016 $ 1,122,533 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 March 31, 2016: Patents and developed technologies $ 132,437 $ (51,939 ) $ 80,498 Publisher and advertiser relationships 75,300 (27,999 ) 47,301 Assembled workforce 1,960 (1,778 ) 182 Other intangible assets 2,100 (1,807 ) 293 Total $ 211,797 $ (83,523 ) $ 128,274 December 31, 2015: Patents and developed technologies $ 132,444 $ (43,991 ) $ 88,453 Publisher and advertiser relationships 75,300 (23,803 ) 51,497 Assembled workforce 1,960 (1,714 ) 246 Other intangible assets 2,100 (1,281 ) 819 Total $ 211,804 $ (70,789 ) $ 141,015 Amortization expense associated with intangible assets for the three months ended March 31, 2016 and 2015 was $12.7 million and $10.8 million, respectively. Estimated future amortization expense as of March 31, 2016 is as follows (in thousands): Remainder of 2016 $ 31,273 2017 29,281 2018 22,729 2019 15,134 2020 12,639 Thereafter 17,218 Total $ 128,274 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
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): March 31, December 31, 2016 2015 Accrued compensation $ 79,075 $ 90,906 Accrued sales and marketing expenses 15,788 27,948 Accrued tax liabilities 25,537 25,880 Deferred revenue 18,878 23,674 Accrued publisher and ad network costs 20,146 23,486 Accrued fixed assets and maintenance 21,253 15,727 Accrued other 70,043 76,171 Total $ 250,720 $ 283,792 |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Note 7. Convertible Senior Notes In 2014, the Company issued $935.0 million principal amount of 2019 Notes and $954.0 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 For the three months ended March 31, 2016 and 2015, the Company recognized $19.2 million and $17.9 million, respectively, of interest expense related to the amortization of the debt discount. As of March 31, 2016, the net carrying value, net of the initial purchasers’ discount and debt discount, of 2019 Notes and 2021 Notes was $764.1 million and $711.4 million, respectively. The Notes consisted of the following (in thousands): March 31, 2016 December 31, 2015 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) (170,879 ) (242,608 ) (181,994 ) (251,911 ) Net carrying amount $ 764,121 $ 711,392 $ 753,006 $ 702,089 Carrying amount of the equity component (2) $ 222,826 $ 283,283 $ 222,826 $ 283,283 (1) (2) As of March 31, 2016, the remaining life of the 2019 Notes and 2021 Notes is approximately 41 months and 65 months, respectively. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 8. 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 during the period. 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, during the period, including potential dilutive common stock instruments. In the three months ended March 31, 2016 and 2015, 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, the 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 March 31, 2016 2015 Net loss $ (79,731 ) $ (162,442 ) Basic shares: Weighted-average common shares outstanding 697,702 648,950 Weighted-average restricted stock subject to repurchase (6,138 ) (8,486 ) Weighted-average shares used to compute basic net loss per share 691,564 640,464 Diluted shares: Weighted-average shares used to compute diluted net loss per share 691,564 640,464 Net loss per share attributable to common stockholders: Basic $ (0.12 ) $ (0.25 ) Diluted $ (0.12 ) $ (0.25 ) 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 Months Ended March 31, 2016 2015 RSUs 66,876 61,425 Warrants 24,329 24,329 Stock options 9,914 18,069 Shares subject to repurchase and others 9,118 9,740 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 | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note 9. Stockholders’ Equity 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 Incentive 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. 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. 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 up 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 three months ended March 31, 2016 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, 2015 4,540 $ 33.88 Granted — $ - Vested (428 ) $ 30.49 Canceled (113 ) $ 33.33 Unvested restricted common stock at March 31, 2016 3,999 $ 34.26 Stock Option Activity A summary of stock option activity for the three months ended March 31, 2016 is as follows (in thousands, except years and per share data): Options Outstanding Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Life Aggregate Shares Price Per Share (in years) Intrinsic Value Outstanding at December 31, 2015 11,177 $ 6.55 5.86 $ 199,576 Options granted 100 $ 18.00 Options exercised (1,285 ) $ 2.13 Options canceled (78 ) $ 4.06 Outstanding at March 31, 2016 9,914 $ 7.26 5.75 $ 115,057 Vested and expected to vest at March 31, 2016 (1) 9,124 $ 6.12 5.49 $ 111,067 Exercisable at March 31, 2016 7,474 $ 3.98 4.91 $ 98,761 (1) The expected to vest options are the result of applying pre-vesting forfeiture rate assumptions to unvested options outstanding. The total intrinsic value of stock options exercised during the three months ended March 31, 2016 and 2015 was $19.8 million and $101.2 million, respectively. Performance Restricted Stock Units (“PRSUs”) Activity In February 2016, the Company granted PRSUs to certain of its executive officers and established the 2016 annual performance goals for these PRSUs. The PRSUs will vest based on the Company’s attainment of the annual financial performance goals and the executives’ continued employment through the vesting date, approximately one year. The number of shares that ultimately vest for 2016 will range from 0 percent to 200 percent of the annual target amount, based on the Company’s performance. The Company granted 208,333 PRSUs, at the 100% target level, for the 2016 performance goals with a grant date fair value of $18 per share. In addition, there are 458,333 additional PRSUs that will vest based on performance goals in 2017 to 2019 fiscal years. Since the performance targets for those additional PRSUs have not been established, they are not considered granted nor are presented as outstanding. RSU Activity The following table summarizes the activity related to the Company’s RSUs, excluding PRSUs, for the three months ended March 31, 2016. 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, 2015 43,170 $ 32.46 Granted 33,156 $ 15.35 Vested (4,874 ) $ 29.95 Canceled (4,576 ) $ 34.44 Unvested and outstanding at March 31, 2016 66,876 $ 24.03 The total fair value of RSUs vested during the three months ended March 31, 2016 and 2015 was $92.6 million and $256.3 million, respectively. 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 March 31, 2016 2015 Cost of revenue $ 7,968 $ 12,886 Research and development 75,579 103,036 Sales and marketing 46,101 42,658 General and administrative 21,268 24,225 Total stock-based compensation expense $ 150,916 $ 182,805 The Company capitalized $22.6 million and $16.5 million of stock-based compensation expense associated with the cost for developing software for internal use in the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016, there was $1.25 billion of unamortized stock-based compensation expense related to unvested awards which is expected to be recognized over a weighted-average period of 2.35 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. 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. 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 provision of $2.0 million and $0.6 million for the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016, 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 three months ended March 31, 2016 will not be realized by the end of the 2016 fiscal year. Accordingly, the Company did not record the tax benefits of the U.S. losses incurred during the three months ended March 31, 2016. 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. On July 27, 2015, the United States Tax Court issued an opinion (Altera Corp. et al. v. Commissioner), which invalidated the 2003 final Treasury rule that requires participants in qualified cost-sharing arrangements to share stock-based compensation costs. As such, the Company filed its 2014 federal tax return based upon the opinion rendered in this case, which resulted in an increase in the 2014 net operating loss in the U.S. jurisdiction. As the Company maintains a full valuation allowance on its US deferred tax assets, no benefit was realized in the financial statements as a result of this filing position. During the three months ended March 31, 2016, the amount of gross unrecognized tax benefits increased by $11.6 million. As of March 31, 2016, the Company has $221.0 million of unrecognized tax benefits, including $219.1 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, and the remaining $1.9 million of unrecognized tax benefits which, if recognized, would affect the annual effective tax rate. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Credit Facility The Company has a revolving credit agreement with certain lenders, which provides for a $1.0 billion revolving unsecured credit facility maturing on October 22, 2018. The Company is obligated to pay interest on loans under the credit facility and 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. As of March 31, 2016, 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 2016 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 March 31, 2016 and December 31, 2015, 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 months ended March 31, 2016 and 2015 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 March 31, 2016 and December 31, 2015. |
Operations by Geographic Area
Operations by Geographic Area | 3 Months Ended |
Mar. 31, 2016 | |
Segments Geographical Areas [Abstract] | |
Operations by Geographic Area | Note 12. 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 March 31, 2016 2015 Revenue by services: Advertising services $ 530,741 $ 388,211 Data licensing and other 63,780 47,728 Total revenue $ 594,521 $ 435,939 Three Months Ended March 31, 2016 2015 Revenue by geographic area: United States $ 390,267 $ 288,928 International 204,254 147,011 Total revenue $ 594,521 $ 435,939 No individual country from the international markets contributed in excess of 10% of the total revenue for the three months ended March 31, 2016 and 2015. Property and Equipment, net The following table sets forth property and equipment, net by geographic area (in thousands): March 31, December 31, 2016 2015 Property and equipment, net: United States $ 692,333 $ 683,176 International 54,380 52,123 Total property and equipment, net $ 746,713 $ 735,299 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions In September 2015, the Company entered into a partnership agreement for no consideration with Square, Inc., for which Jack Dorsey (the Company’s Chief Executive Officer) serves as Chief Executive Officer, to enable U.S. political donations through Tweets. Neither Square, Inc. nor the Company will pay each other any amounts in connection with the agreement. On October 22, 2015, the Company and the Jack Dorsey Revocable Trust dated December 8, 2010 (the “Jack Dorsey Trust”), for which Jack Dorsey (the Company’s Chief Executive Officer) serves as trustee, entered into a Contribution Agreement that the Jack Dorsey Trust will give back and contribute to Twitter, without any cost or charge, an aggregate of 6,814,085 shares of Twitter’s common stock. Upon the Company’s stockholders approval of an equity incentive plan at the annual meeting of stockholders to be held in May 2016, the same number of shares will be granted over time to employees and other service providers. The contribution will be recorded as a treasury stock transaction in stockholders’ equity when and if approved by the Company’s stockholders. |
Description of Business and S20
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 (“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. 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, 2015. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with 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 GAAP guidance on this topic and eliminate 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. In March 2016 and April 2016, the FASB further amended the guidance to clarify the implementation on principal versus agent considerations, the identification of performance obligation and the licensing implementation guidance. The Company has not yet selected a transition method and is evaluating the impact of adopting these new accounting standard updates 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. The Company adopted this guidance prospectively during the three months ended March 31, 2016, and the adoption had 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 became effective for reporting periods beginning after December 15, 2015. The Company adopted this guidance retrospectively during the three months ended March 31, 2016, and the adoption had no 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. The Company adopted this guidance retrospectively during the three months ended March 31, 2016 and the adoption had an immaterial impact on the Company’s financial statements. In September 2015, the FASB issued a new accounting standard update on simplifying the accounting for measurement-period adjustments in business combinations. The new guidance requires that the adjustments to provisional amounts that are identified during the measurement period be recognized in the reporting period when the adjustments are determined. In addition, the effect on earnings of changes as a result of the change to the provisional amounts is required to be recorded in the same period’s financial statements. The Company adopted this guidance prospectively on January 1, 2016, and the adoption had no impact on the Company’s financial statements. In January 2016, the FASB issued a new accounting standard update on the classification and measurement of financial instruments. The new guidance principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. 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. In February 2016, the FASB issued a new accounting standard update on leases. The new guidance requires lessees to recognize right-of-use assets and lease liabilities for operating leases, initially measured at the present value of the lease payments, on the balance sheet. In addition, it requires lessees to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures and anticipates this new guidance will materially impact the Company’s financial statements given the Company has a significant number of operating leases. In March 2016, the FASB issued a new accounting standard update on simplifying the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance also allows an entity to account for forfeitures when they occur. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures. |
Cash, Cash Equivalents and Sh21
Cash, Cash Equivalents and Short-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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): March 31, December 31, 2016 2015 Cash and cash equivalents: Cash $ 242,542 $ 300,363 Money market funds 275,326 141,700 Corporate notes, certificates of deposit and commercial paper 509,793 469,408 Total cash and cash equivalents $ 1,027,661 $ 911,471 Short-term investments: U.S. government and agency securities including treasury bills $ 1,167,900 $ 1,156,418 Corporate notes, certificates of deposit and commercial paper 1,380,849 1,427,459 Total short-term investments $ 2,548,749 $ 2,583,877 |
Contractual Maturities of Securities Classified as Available-for-Sale | The contractual maturities of securities classified as available-for-sale as of March 31, 2016 were as follows (in thousands): March 31, 2016 Due within one year $ 2,031,864 Due after one year through two years 516,885 Total $ 2,548,749 |
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): March 31, 2016 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,167,851 $ 198 $ (149 ) $ 1,167,900 Corporate notes, certificates of deposit and commercial paper 1,380,433 740 (324 ) 1,380,849 Total available-for-sale securities classified as short-term investments $ 2,548,284 $ 938 $ (473 ) $ 2,548,749 December 31, 2015 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,158,479 $ 6 $ (2,067 ) $ 1,156,418 Corporate notes, certificates of deposit and commercial paper 1,429,374 21 (1,936 ) 1,427,459 Total available-for-sale securities classified as short-term investments $ 2,587,853 $ 27 $ (4,003 ) $ 2,583,877 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 based on the three-tier fair value hierarchy (in thousands): March 31, 2016 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 275,326 $ — $ — $ 275,326 Commercial paper — 488,627 — 488,627 Certificates of deposit — 21,166 — 21,166 Short-term investments: Treasury bills 19,991 — — 19,991 U.S. government securities — 640,658 — 640,658 Agency securities — 507,251 — 507,251 Corporate notes — 659,779 — 659,779 Commercial paper — 181,373 — 181,373 Certificates of deposit — 539,697 — 539,697 Other current assets: Foreign currency forward contracts — 3,951 — 3,951 Total $ 295,317 $ 3,042,502 $ — $ 3,337,819 Liabilities Other current liabilities: Foreign currency forward contracts — 1,072 — 1,072 Total $ — $ 1,072 $ — $ 1,072 December 31, 2015 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 141,700 $ — $ — $ 141,700 Commercial paper — 419,110 — 419,110 Certificates of deposit — 50,298 — 50,298 Short-term investments: Treasury bills 29,953 — — 29,953 U.S. government securities — 537,168 — 537,168 Agency securities — 589,297 — 589,297 Corporate notes — 693,593 — 693,593 Commercial paper — 229,965 — 229,965 Certificates of deposit — 503,901 — 503,901 Other current assets: Foreign currency forward contracts — 6,804 — 6,804 Total $ 171,653 $ 3,030,136 $ — $ 3,201,789 Liabilities Other current liabilities: Foreign currency forward contracts — 3,005 — 3,005 Total $ — $ 3,005 $ — $ 3,005 |
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): March 31, December 31, Balance Sheet Location 2016 2015 Assets Foreign currency forward contracts not designated as hedging instruments Other current assets $ 3,951 6,804 Liabilities Foreign currency forward contracts not designated as hedging instruments Other current liabilities 1,072 3,005 Total $ 2,879 $ 3,799 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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): March 31, December 31, 2016 2015 Property and equipment, net Equipment $ 757,662 $ 720,421 Furniture and leasehold improvements 313,909 297,274 Capitalized software 228,858 211,241 Construction in progress 95,425 85,073 Total 1,395,854 1,314,009 Less: Accumulated depreciation and amortization (649,141 ) (578,710 ) Property and equipment, net $ 746,713 $ 735,299 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2015 $ 1,122,728 Foreign currency translation adjustment (195 ) Balance as of March 31, 2016 $ 1,122,533 |
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 March 31, 2016: Patents and developed technologies $ 132,437 $ (51,939 ) $ 80,498 Publisher and advertiser relationships 75,300 (27,999 ) 47,301 Assembled workforce 1,960 (1,778 ) 182 Other intangible assets 2,100 (1,807 ) 293 Total $ 211,797 $ (83,523 ) $ 128,274 December 31, 2015: Patents and developed technologies $ 132,444 $ (43,991 ) $ 88,453 Publisher and advertiser relationships 75,300 (23,803 ) 51,497 Assembled workforce 1,960 (1,714 ) 246 Other intangible assets 2,100 (1,281 ) 819 Total $ 211,804 $ (70,789 ) $ 141,015 |
Schedule of Estimated Future Amortization Expenses | Estimated future amortization expense as of March 31, 2016 is as follows (in thousands): Remainder of 2016 $ 31,273 2017 29,281 2018 22,729 2019 15,134 2020 12,639 Thereafter 17,218 Total $ 128,274 |
Components of Accrued and Other
Components of Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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): March 31, December 31, 2016 2015 Accrued compensation $ 79,075 $ 90,906 Accrued sales and marketing expenses 15,788 27,948 Accrued tax liabilities 25,537 25,880 Deferred revenue 18,878 23,674 Accrued publisher and ad network costs 20,146 23,486 Accrued fixed assets and maintenance 21,253 15,727 Accrued other 70,043 76,171 Total $ 250,720 $ 283,792 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Components of Notes | The Notes consisted of the following (in thousands): March 31, 2016 December 31, 2015 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) (170,879 ) (242,608 ) (181,994 ) (251,911 ) Net carrying amount $ 764,121 $ 711,392 $ 753,006 $ 702,089 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) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 2015 Net loss $ (79,731 ) $ (162,442 ) Basic shares: Weighted-average common shares outstanding 697,702 648,950 Weighted-average restricted stock subject to repurchase (6,138 ) (8,486 ) Weighted-average shares used to compute basic net loss per share 691,564 640,464 Diluted shares: Weighted-average shares used to compute diluted net loss per share 691,564 640,464 Net loss per share attributable to common stockholders: Basic $ (0.12 ) $ (0.25 ) Diluted $ (0.12 ) $ (0.25 ) |
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 Months Ended March 31, 2016 2015 RSUs 66,876 61,425 Warrants 24,329 24,329 Stock options 9,914 18,069 Shares subject to repurchase and others 9,118 9,740 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Summary of Restricted Stock Activity | The activities for the restricted common stock issued to employees for the three months ended March 31, 2016 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, 2015 4,540 $ 33.88 Granted — $ - Vested (428 ) $ 30.49 Canceled (113 ) $ 33.33 Unvested restricted common stock at March 31, 2016 3,999 $ 34.26 |
Summary of Stock Option Activity | A summary of stock option activity for the three months ended March 31, 2016 is as follows (in thousands, except years and per share data): Options Outstanding Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Life Aggregate Shares Price Per Share (in years) Intrinsic Value Outstanding at December 31, 2015 11,177 $ 6.55 5.86 $ 199,576 Options granted 100 $ 18.00 Options exercised (1,285 ) $ 2.13 Options canceled (78 ) $ 4.06 Outstanding at March 31, 2016 9,914 $ 7.26 5.75 $ 115,057 Vested and expected to vest at March 31, 2016 (1) 9,124 $ 6.12 5.49 $ 111,067 Exercisable at March 31, 2016 7,474 $ 3.98 4.91 $ 98,761 (1) The expected to vest options are the result of applying pre-vesting forfeiture rate assumptions to unvested options outstanding. |
Summary of RSU Activity Excluding PRSU | The following table summarizes the activity related to the Company’s RSUs, excluding PRSUs, for the three months ended March 31, 2016. 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, 2015 43,170 $ 32.46 Granted 33,156 $ 15.35 Vested (4,874 ) $ 29.95 Canceled (4,576 ) $ 34.44 Unvested and outstanding at March 31, 2016 66,876 $ 24.03 |
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 March 31, 2016 2015 Cost of revenue $ 7,968 $ 12,886 Research and development 75,579 103,036 Sales and marketing 46,101 42,658 General and administrative 21,268 24,225 Total stock-based compensation expense $ 150,916 $ 182,805 |
Operations by Geographic Area (
Operations by Geographic Area (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segments Geographical Areas [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 March 31, 2016 2015 Revenue by services: Advertising services $ 530,741 $ 388,211 Data licensing and other 63,780 47,728 Total revenue $ 594,521 $ 435,939 Three Months Ended March 31, 2016 2015 Revenue by geographic area: United States $ 390,267 $ 288,928 International 204,254 147,011 Total revenue $ 594,521 $ 435,939 |
Property and Equipment Net by Geographic Area | The following table sets forth property and equipment, net by geographic area (in thousands): March 31, December 31, 2016 2015 Property and equipment, net: United States $ 692,333 $ 683,176 International 54,380 52,123 Total property and equipment, net $ 746,713 $ 735,299 |
Cash, Cash Equivalents and Sh30
Cash, Cash Equivalents and Short-term Investments - Cash, Cash and Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Cash and cash equivalents: | ||||
Cash | $ 242,542 | $ 300,363 | ||
Cash and cash equivalents | 1,027,661 | 911,471 | $ 1,607,405 | $ 1,510,724 |
Short-term investments: | ||||
Short-term investments | 2,548,749 | 2,583,877 | ||
Money Market Funds | ||||
Cash and cash equivalents: | ||||
Cash and cash equivalents | 275,326 | 141,700 | ||
Corporate Notes Certificates Of Deposit And Commercial Paper | ||||
Cash and cash equivalents: | ||||
Cash and cash equivalents | 509,793 | 469,408 | ||
Short-term investments: | ||||
Short-term investments | 1,380,849 | 1,427,459 | ||
U.S. Government and Agency Securities Including Treasury Bills | ||||
Short-term investments: | ||||
Short-term investments | $ 1,167,900 | $ 1,156,418 |
Cash, Cash Equivalents and Sh31
Cash, Cash Equivalents and Short-term Investments - Contractual Maturities of Securities Classified as Available-for-Sale (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Cash And Cash Equivalents And Marketable Securities [Abstract] | |
Due within one year | $ 2,031,864 |
Due after one year through two years | 516,885 |
Total | $ 2,548,749 |
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 | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | $ 2,548,284 | $ 2,587,853 |
Gross Unrealized Gains | 938 | 27 |
Gross Unrealized Losses | (473) | (4,003) |
Aggregated Estimated Fair Value | 2,548,749 | 2,583,877 |
U.S. Government and Agency Securities Including Treasury Bills | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | 1,167,851 | 1,158,479 |
Gross Unrealized Gains | 198 | 6 |
Gross Unrealized Losses | (149) | (2,067) |
Aggregated Estimated Fair Value | 1,167,900 | 1,156,418 |
Corporate Notes Certificates Of Deposit And Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | 1,380,433 | 1,429,374 |
Gross Unrealized Gains | 740 | 21 |
Gross Unrealized Losses | (324) | (1,936) |
Aggregated Estimated Fair Value | $ 1,380,849 | $ 1,427,459 |
Cash, Cash Equivalents and Sh33
Cash, Cash Equivalents and Short-term Investments - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
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 | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | $ 2,548,749 | $ 2,583,877 |
Other current assets | 3,951 | 6,804 |
Other current liabilities | 1,072 | 3,005 |
Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 3,337,819 | 3,201,789 |
Total | 1,072 | 3,005 |
Fair Value, Measurements, Recurring | Agency Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 507,251 | 589,297 |
Fair Value, Measurements, Recurring | Money Market Funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 275,326 | 141,700 |
Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 488,627 | 419,110 |
Short-term investments | 181,373 | 229,965 |
Fair Value, Measurements, Recurring | Certificates of Deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 21,166 | 50,298 |
Short-term investments | 539,697 | 503,901 |
Fair Value, Measurements, Recurring | Treasury Bills | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 19,991 | 29,953 |
Fair Value, Measurements, Recurring | US Government Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 640,658 | 537,168 |
Fair Value, Measurements, Recurring | Corporate Notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 659,779 | 693,593 |
Fair Value, Measurements, Recurring | Foreign currency forward contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 3,951 | 6,804 |
Other current liabilities | 1,072 | 3,005 |
Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 295,317 | 171,653 |
Level 1 | Fair Value, Measurements, Recurring | Money Market Funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 275,326 | 141,700 |
Level 1 | Fair Value, Measurements, Recurring | Treasury Bills | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 19,991 | 29,953 |
Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 3,042,502 | 3,030,136 |
Total | 1,072 | 3,005 |
Level 2 | Fair Value, Measurements, Recurring | Agency Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 507,251 | 589,297 |
Level 2 | Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 488,627 | 419,110 |
Short-term investments | 181,373 | 229,965 |
Level 2 | Fair Value, Measurements, Recurring | Certificates of Deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 21,166 | 50,298 |
Short-term investments | 539,697 | 503,901 |
Level 2 | Fair Value, Measurements, Recurring | US Government Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 640,658 | 537,168 |
Level 2 | Fair Value, Measurements, Recurring | Corporate Notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 659,779 | 693,593 |
Level 2 | Fair Value, Measurements, Recurring | Foreign currency forward contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 3,951 | 6,804 |
Other current liabilities | $ 1,072 | $ 3,005 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Notional principal of foreign currency forward contracts outstanding | $ 333,100,000 | $ 425,200,000 | |
Gains on the foreign currency contracts | 1,800,000 | ||
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 | $ 935,000,000 |
Debt Instrument, percentage | 0.25% | 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 | $ 954,000,000 |
Debt Instrument, percentage | 1.00% | 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 | $ 818,100,000 | ||
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 | $ 806,100,000 |
Fair Value Measurements - Sch36
Fair Value Measurements - Schedule of Fair Values of Outstanding Derivative Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Foreign currency forward contracts not designated as hedging instruments | $ 3,951 | $ 6,804 |
Liabilities | ||
Foreign currency forward contracts not designated as hedging instruments | 1,072 | 3,005 |
Total | $ 2,879 | $ 3,799 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property and equipment, net | ||
Property and equipment, gross | $ 1,395,854 | $ 1,314,009 |
Less: Accumulated depreciation and amortization | (649,141) | (578,710) |
Property and equipment, net | 746,713 | 735,299 |
Equipment | ||
Property and equipment, net | ||
Property and equipment, gross | 757,662 | 720,421 |
Furniture and Leasehold Improvements | ||
Property and equipment, net | ||
Property and equipment, gross | 313,909 | 297,274 |
Computer Software | ||
Property and equipment, net | ||
Property and equipment, gross | 228,858 | 211,241 |
Construction in Progress | ||
Property and equipment, net | ||
Property and equipment, gross | $ 95,425 | $ 85,073 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Schedule of Goodwill Activities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill | |
Beginning balance | $ 1,122,728 |
Foreign currency translation adjustment | (195) |
Ending balance | $ 1,122,533 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Impairment charges on goodwill | $ 0 | |
Amortization of intangible assets | $ 12,700,000 | $ 10,800,000 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 211,797 | $ 211,804 |
Accumulated Amortization | (83,523) | (70,789) |
Net Carrying Value | 128,274 | 141,015 |
Patents and Developed Technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 132,437 | 132,444 |
Accumulated Amortization | (51,939) | (43,991) |
Net Carrying Value | 80,498 | 88,453 |
Publisher and Advertiser Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 75,300 | 75,300 |
Accumulated Amortization | (27,999) | (23,803) |
Net Carrying Value | 47,301 | 51,497 |
Assembled Workforce | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,960 | 1,960 |
Accumulated Amortization | (1,778) | (1,714) |
Net Carrying Value | 182 | 246 |
Other Intangible Assets | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 2,100 | 2,100 |
Accumulated Amortization | (1,807) | (1,281) |
Net Carrying Value | $ 293 | $ 819 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2016 | $ 31,273 | |
2,017 | 29,281 | |
2,018 | 22,729 | |
2,019 | 15,134 | |
2,020 | 12,639 | |
Thereafter | 17,218 | |
Net Carrying Value | $ 128,274 | $ 141,015 |
Accrued and Other Current Lia42
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 79,075 | $ 90,906 |
Accrued sales and marketing expenses | 15,788 | 27,948 |
Accrued tax liabilities | 25,537 | 25,880 |
Deferred revenue | 18,878 | 23,674 |
Accrued publisher and ad network costs | 20,146 | 23,486 |
Accrued fixed assets and maintenance | 21,253 | 15,727 |
Accrued other | 70,043 | 76,171 |
Total | $ 250,720 | $ 283,792 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | |||||
Amortization of discount on convertible notes | $ 18,370 | $ 16,638 | |||
Convertible notes | $ 1,475,513 | $ 1,455,095 | |||
Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Initial purchasers' discount | $ 28,300 | ||||
Debt issuance costs | 500 | ||||
Proceeds from offerings, net of transaction costs | 1,860,000 | ||||
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 for the 2019 Notes and the 2021 Notes, 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 | $ 1,200 | 1,300 | |||
Accrued coupon interest expense | 3,000 | 3,000 | |||
Convertible Notes | Interest Expense | |||||
Debt Instrument [Line Items] | |||||
Amortization of discount on convertible notes | 19,200 | $ 17,900 | |||
Convertible Notes | Senior Notes Due 2019 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, principal amount | 935,000 | $ 935,000 | 935,000 | ||
Initial purchasers' discount | [1] | $ 170,879 | 181,994 | ||
Debt Instrument, percentage | 0.25% | 0.25% | |||
Convertible notes | $ 764,121 | 753,006 | |||
Remaining period for convertible debt | 41 months | ||||
Convertible Notes | Senior Notes Due 2021 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, principal amount | $ 954,000 | $ 954,000 | 954,000 | ||
Initial purchasers' discount | [1] | $ 242,608 | 251,911 | ||
Debt Instrument, percentage | 1.00% | 1.00% | |||
Convertible notes | $ 711,392 | $ 702,089 | |||
Remaining period for convertible debt | 65 months | ||||
[1] | Included in the consolidated balance sheets within convertible notes and amortized over the remaining lives of the Notes. |
Convertible Senior Notes - Comp
Convertible Senior Notes - Components of Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Principal amounts: | ||||
Net carrying amount | $ 1,475,513 | $ 1,455,095 | ||
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 | 935,000 | |
Unamortized initial purchasers' discount and debt discount | [1] | (170,879) | (181,994) | |
Net carrying amount | 764,121 | 753,006 | ||
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 | $ 954,000 | |
Unamortized initial purchasers' discount and debt discount | [1] | (242,608) | (251,911) | |
Net carrying amount | 711,392 | 702,089 | ||
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (79,731) | $ (162,442) |
Basic shares: | ||
Weighted-average common shares outstanding | 697,702 | 648,950 |
Weighted-average restricted stock subject to repurchase | (6,138) | (8,486) |
Weighted-average shares used to compute basic net loss per share | 691,564 | 640,464 |
Diluted shares: | ||
Weighted-average shares used to compute diluted net loss per share | 691,564 | 640,464 |
Net loss per share attributable to common stockholders: | ||
Basic | $ (0.12) | $ (0.25) |
Diluted | $ (0.12) | $ (0.25) |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
RSUs | ||
Earnings Per Share Basic [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted net income per share | 66,876 | 61,425 |
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 | 9,914 | 18,069 |
Restricted Common Stock and Others | ||
Earnings Per Share Basic [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted net income per share | 9,118 | 9,740 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Earnings Per Share Basic [Line Items] | |
Conversion spread will have a dilutive impact on diluted net income per share of common stock | shares | 24,300,000 |
Exercise price of the warrants | $ 105.28 |
Convertible Notes | |
Earnings Per Share Basic [Line Items] | |
Conversion Price | $ 77.64 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Feb. 29, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unamortized stock-based compensation expense related to unvested awards | $ 1,250 | ||
Unrecognized share-based compensation expense, weighted average recognition period | 2 years 4 months 6 days | ||
Internal Use Software and Website Development Costs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation, capitalized amount | $ 22.6 | $ 16.5 | |
2013 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares available for issuance | 60,000,000 | ||
Outstanding shares of common stock percentage | 5.00% | ||
Number of shares initially reserved | 68,300,000 | ||
2007 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Issuance of common stock upon initial public offering, shares | 0 | ||
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] | |||
Stock options exercised, intrinsic value | $ 19.8 | 101.2 | |
PRSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting or performance period | 1 year | ||
Number of Shares, granted | 208,333 | ||
Shares granted at target level | 100.00% | ||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 18 | ||
Additional number of shares, granted | 458,333 | ||
PRSUs | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of shares ultimately vest form annual target amount, minimum | 200.00% | ||
PRSUs | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of shares ultimately vest form annual target amount, minimum | 0.00% | ||
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, granted | 33,156,000 | ||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 15.35 | ||
Fair value of restricted stock units vested | $ 92.6 | $ 256.3 | |
Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares available for issuance | 11,300,000 | ||
Outstanding shares of common stock percentage | 1.00% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Restricted Stock Activity (Details) - Restricted Common Stock shares in Thousands | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | shares | 4,540 |
Number of Shares, vested | shares | (428) |
Number of Shares, Canceled | shares | (113) |
Number of Unvested Shares, end of period | shares | 3,999 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ / shares | $ 33.88 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 30.49 |
Weighted Average Grant Date Fair Value Per Share, Canceled | $ / shares | 33.33 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 34.26 |
Stockholders' Equity - Summar50
Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Options Outstanding - Number of Shares | ||
Outstanding at beginning of period | 11,177 | |
Options granted | 100 | |
Options exercised | (1,285) | |
Options canceled | (78) | |
Outstanding at end of period | 9,914 | 11,177 |
Vested and expected to vest at end of period | 9,124 | |
Exercisable at end of period | 7,474 | |
Options Outstanding - Weighted-Average Exercise Price Per Share | ||
Outstanding at beginning of period | $ 6.55 | |
Options granted | 18 | |
Options exercised | 2.13 | |
Options canceled | 4.06 | |
Outstanding at end of period | 7.26 | $ 6.55 |
Vested and expected to vest at end of period | 6.12 | |
Exercisable at end of period | $ 3.98 | |
Options Outstanding - Weighted-Average Remaining Contractual Life | ||
Outstanding | 5 years 9 months | 5 years 10 months 10 days |
Vested and expected to vest at end of period | 5 years 5 months 27 days | |
Exercisable at end of period | 4 years 10 months 28 days | |
Options Outstanding - Aggregate Intrinsic Value | ||
Outstanding | $ 115,057 | $ 199,576 |
Vested and expected to vest at end of period | 111,067 | |
Exercisable at end of period | $ 98,761 |
Stockholders' Equity - Summar51
Stockholders' Equity - Summary of RSU Activity Excluding PRSU (Details) - RSUs shares in Thousands | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | shares | 43,170 |
Number of Shares, granted | shares | 33,156 |
Number of Shares, vested | shares | (4,874) |
Number of Shares, Canceled | shares | (4,576) |
Number of Unvested Shares, end of period | shares | 66,876 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ / shares | $ 32.46 |
Weighted Average Grant Date Fair Value Per Share, Granted | $ / shares | 15.35 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 29.95 |
Weighted Average Grant Date Fair Value Per Share, Canceled | $ / shares | 34.44 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 24.03 |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Expense Allocated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 150,916 | $ 182,805 |
Cost of Revenue | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 7,968 | 12,886 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 75,579 | 103,036 |
Sales and Marketing | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 46,101 | 42,658 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 21,268 | $ 24,225 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Provision (benefit) for income taxes | $ 2,028 | $ 632 |
Unrecognized tax benefits, period change | 11,600 | |
Unrecognized tax benefits | 221,000 | |
Unrecognized tax benefits, if recognized would not affect the annual effective tax rate | 219,100 | |
Unrecognized tax benefits, if recognized would affect the annual effective tax rate | $ 1,900 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Other Commitments [Line Items] | |
Expiration year of operating lease, earliest | 2,016 |
Expiration year of operating lease, last | 2,026 |
Revolving Credit Facility | |
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 amount | $ 0 |
Operations by Geographic Area -
Operations by Geographic Area - Revenue by Services and Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue: | ||
Revenue | $ 594,521 | $ 435,939 |
United States | ||
Revenue: | ||
Revenue | 390,267 | 288,928 |
International | ||
Revenue: | ||
Revenue | 204,254 | 147,011 |
Advertising Services | ||
Revenue: | ||
Revenue | 530,741 | 388,211 |
Data Licensing And Other | ||
Revenue: | ||
Revenue | $ 63,780 | $ 47,728 |
Operations by Geographic Area56
Operations by Geographic Area - Additional Information (Details) - Revenue - International - Country | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Number of individual country that contributed in excess of ten percent to revenue | 0 | 0 |
Geographic Concentration Risk | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Concentration risk percentage | 10.00% | 10.00% |
Operations by Geographic Area57
Operations by Geographic Area - Property and Equipment Net by Geographic Area (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property and equipment, net: | ||
Property and equipment, net | $ 746,713 | $ 735,299 |
United States | ||
Property and equipment, net: | ||
Property and equipment, net | 692,333 | 683,176 |
International | ||
Property and equipment, net: | ||
Property and equipment, net | $ 54,380 | $ 52,123 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | |
Sep. 30, 2015 | Oct. 22, 2015 | |
Square Inc | ||
Related Party Transaction [Line Items] | ||
Agreement consideration amount | $ 0 | |
Jack Dorsey Trust | ||
Related Party Transaction [Line Items] | ||
Number of shares given back and contributed by Chief Executive Officer | 6,814,085 | |
Contribution cost that will be recorded as treasury stock transaction if approved by the the stockholders | $ 0 |