Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 19, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SNAP | |
Entity Central Index Key | 0001564408 | |
Entity Registrant Name | SNAP INC | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $0.00001 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-38017 | |
Entity Tax Identification Number | 45-5452795 | |
Entity Address, Address Line One | 3000 31st Street | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Postal Zip Code | 90405 | |
City Area Code | (310) | |
Local Phone Number | 399-3339 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 1,382,050,725 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 22,646,636 | |
Class C Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 231,626,943 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (359,624) | $ (286,882) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 38,100 | 23,498 |
Stock-based compensation | 275,444 | 237,073 |
Amortization of debt issuance costs | 1,413 | 1,044 |
Losses (gains) on debt and equity securities, net | 79,127 | (22,518) |
Other | 1,125 | 6,836 |
Change in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net of allowance | 126,027 | 129,316 |
Prepaid expenses and other current assets | (27,178) | (12,436) |
Operating lease right-of-use assets | 16,984 | 11,198 |
Other assets | (308) | (898) |
Accounts payable | 54,980 | 56,505 |
Accrued expenses and other current liabilities | (62,828) | 5,349 |
Operating lease liabilities | (17,816) | (13,295) |
Other liabilities | 2,013 | 2,096 |
Net cash provided by operating activities | 127,459 | 136,886 |
Cash flows from investing activities | ||
Purchases of property and equipment | (21,175) | (10,851) |
Purchases of strategic investments | (150) | (1,350) |
Cash paid for acquisitions, net of cash acquired | (788) | (108,912) |
Purchases of marketable securities | (1,342,381) | (523,219) |
Sales of marketable securities | 9,777 | 108,056 |
Maturities of marketable securities | 342,545 | 816,931 |
Other | (5,493) | (100) |
Net cash (used in) provided by investing activities | (1,017,665) | 280,555 |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes, net of issuance costs | 1,483,500 | |
Purchase of capped calls | (177,000) | |
Proceeds from the exercise of stock options | 2,266 | 4,453 |
Net cash provided by financing activities | 1,308,766 | 4,453 |
Change in cash, cash equivalents, and restricted cash | 418,560 | 421,894 |
Cash, cash equivalents, and restricted cash, beginning of period | 1,994,723 | 546,543 |
Cash, cash equivalents, and restricted cash, end of period | 2,413,283 | 968,437 |
Supplemental disclosures | ||
Cash paid for income taxes, net | 2,636 | 11,008 |
Cash paid for interest | $ 3,454 | $ 5,127 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 1,062,727 | $ 769,584 |
Costs and expenses: | ||
Cost of revenue | 420,897 | 412,601 |
Research and development | 455,563 | 348,580 |
Sales and marketing | 241,886 | 150,286 |
General and administrative | 215,908 | 161,723 |
Total costs and expenses | 1,334,254 | 1,073,190 |
Operating loss | (271,527) | (303,606) |
Interest income | 3,123 | 1,137 |
Interest expense | (5,173) | (5,031) |
Other (expense) income, net | (77,537) | 22,058 |
Loss before income taxes | (351,114) | (285,442) |
Income tax expense | (8,510) | (1,440) |
Net loss | $ (359,624) | $ (286,882) |
Net loss per share attributable to Class A, Class B, and Class C common stockholders (Note 3): | ||
Basic | $ (0.22) | $ (0.19) |
Diluted | $ (0.22) | $ (0.19) |
Weighted average shares used in computation of net loss per share: | ||
Basic | 1,619,113 | 1,501,636 |
Diluted | 1,619,113 | 1,501,636 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (359,624) | $ (286,882) |
Other comprehensive income (loss), net of tax | ||
Unrealized gain (loss) on marketable securities, net of tax | (6,692) | 116 |
Foreign currency translation | (2,842) | (9,569) |
Total other comprehensive income (loss), net of tax | (9,534) | (9,453) |
Total comprehensive loss | $ (369,158) | $ (296,335) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 2,412,372 | $ 1,993,809 |
Marketable securities | 2,588,619 | 1,699,076 |
Accounts receivable, net of allowance | 941,715 | 1,068,873 |
Prepaid expenses and other current assets | 117,102 | 92,244 |
Total current assets | 6,059,808 | 4,854,002 |
Property and equipment, net | 214,441 | 202,644 |
Operating lease right-of-use assets | 426,027 | 322,252 |
Intangible assets, net | 292,310 | 277,654 |
Goodwill | 1,645,284 | 1,588,452 |
Other assets | 307,067 | 291,302 |
Total assets | 8,944,937 | 7,536,306 |
Current liabilities | ||
Accounts payable | 180,387 | 125,282 |
Operating lease liabilities | 51,684 | 52,396 |
Accrued expenses and other current liabilities | 610,728 | 674,108 |
Total current liabilities | 842,799 | 851,786 |
Convertible senior notes, net | 3,736,843 | 2,253,087 |
Operating lease liabilities, noncurrent | 426,834 | 325,509 |
Other liabilities | 375,425 | 315,756 |
Total liabilities | 5,381,901 | 3,746,138 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity | ||
Additional paid-in capital | 12,211,123 | 12,069,097 |
Accumulated other comprehensive income (loss) | (4,013) | 5,521 |
Accumulated deficit | (8,644,090) | (8,284,466) |
Total stockholders’ equity | 3,563,036 | 3,790,168 |
Total liabilities and stockholders’ equity | 8,944,937 | 7,536,306 |
Class A Non-voting Common Stock | ||
Stockholders’ equity | ||
Common stock, value | 14 | 14 |
Class C Voting Common Stock | ||
Stockholders’ equity | ||
Common stock, value | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class A Non-voting Common Stock | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock authorized | 3,000,000,000 | 3,000,000,000 |
Common stock issued | 1,378,259,000 | 1,364,887,000 |
Common stock outstanding | 1,378,259,000 | 1,364,887,000 |
Class B Voting Common Stock | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock authorized | 700,000,000 | 700,000,000 |
Common stock issued | 22,677,000 | 22,769,000 |
Common stock outstanding | 22,677,000 | 22,769,000 |
Class C Voting Common Stock | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock authorized | 260,888,000 | 260,888,000 |
Common stock issued | 231,627,000 | 231,627,000 |
Common stock outstanding | 231,627,000 | 231,627,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Class A Non-voting Common Stock | Class A Non-voting Common StockCommon Stock | Class B Voting Common Stock | Class B Voting Common StockCommon Stock | Class C Voting Common Stock | Class C Voting Common StockCommon Stock |
Balance, beginning of period, shares at Dec. 31, 2020 | 1,248,010 | 23,696 | 231,627 | |||||||||
Balance, beginning of period at Dec. 31, 2020 | $ 10,200,141 | $ (664,021) | $ (7,891,542) | $ 95,031 | $ 21,363 | $ 12 | $ 2 | |||||
Stock-based compensation expense | 237,073 | |||||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans, shares | 314 | 5 | ||||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans | 4,453 | |||||||||||
Issuance of voting/non-voting common stock for vesting of restricted stock units and restricted stock awards, net, shares | 15,348 | |||||||||||
Issuance of non-voting common stock for vesting of restricted stock units and restricted stock awards, net | $ 1 | |||||||||||
Conversion of stock to voting/non-voting common stock, shares | 61 | (61) | ||||||||||
Net loss | $ (286,882) | (286,882) | $ (238,107) | $ (4,523) | $ (44,252) | |||||||
Other comprehensive income (loss), net of tax | $ (9,453) | (9,453) | ||||||||||
Balance, end of period, shares at Mar. 31, 2021 | 1,519,000 | 1,263,733 | 23,640 | 231,627 | ||||||||
Balance, end of period at Mar. 31, 2021 | $ 1,706,178 | 9,777,646 | (8,083,393) | 11,910 | $ 13 | $ 2 | ||||||
Balance, beginning of period, shares at Dec. 31, 2020 | 1,248,010 | 23,696 | 231,627 | |||||||||
Balance, beginning of period at Dec. 31, 2020 | 10,200,141 | $ (664,021) | (7,891,542) | $ 95,031 | 21,363 | $ 12 | $ 2 | |||||
Balance, end of period, shares at Dec. 31, 2021 | 1,364,887 | 22,769 | 231,627 | |||||||||
Balance, end of period at Dec. 31, 2021 | 3,790,168 | 12,069,097 | (8,284,466) | 5,521 | $ 14 | $ 2 | ||||||
Stock-based compensation expense | 272,720 | |||||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans, shares | 160 | 6 | ||||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans | 2,267 | |||||||||||
Issuance of non-voting common stock in connection with acquisitions, shares | 1,118 | |||||||||||
Issuance of Class A non-voting common stock in connection with acquisitions | 44,039 | |||||||||||
Issuance of voting/non-voting common stock for vesting of restricted stock units and restricted stock awards, net, shares | 11,996 | |||||||||||
Conversion of stock to voting/non-voting common stock, shares | 98 | (98) | ||||||||||
Purchase of capped calls | (177,000) | |||||||||||
Net loss | (359,624) | (359,624) | $ (303,132) | $ (5,045) | $ (51,447) | |||||||
Other comprehensive income (loss), net of tax | $ (9,534) | (9,534) | ||||||||||
Balance, end of period, shares at Mar. 31, 2022 | 1,632,563 | 1,378,259 | 22,677 | 231,627 | ||||||||
Balance, end of period at Mar. 31, 2022 | $ 3,563,036 | $ 12,211,123 | $ (8,644,090) | $ (4,013) | $ 14 | $ 2 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Snap Inc. is a camera company. Snap Inc. (“we,” “our,” or “us”) was formed as Future Freshman, LLC, a California limited liability company, in 2010. We changed our name to Toyopa Group, LLC in 2011, incorporated as Snapchat, Inc., a Delaware corporation, in 2012, and changed our name to Snap Inc. in 2016. Snap Inc. is headquartered in Santa Monica, California. Our flagship product, Snapchat, is a camera application that was created to help people communicate through short videos and images called “Snaps.” Basis of Presentation The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Our consolidated financial statements include the accounts of Snap Inc. and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission (“SEC”) in February 2022 (the “Annual Report”). In our opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position, results of operations, and cash flows. Certain reclassifications have been made in the prior periods to conform to the current year's presentation. None of these reclassifications had a material impact on our consolidated financial statements. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. There have been no changes to our significant accounting policies described in our Annual Report that have had a material impact on our consolidated financial statements and related notes. Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Management’s estimates are based on historical information available as of the date of the consolidated financial statements and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from those estimates. Key estimates relate primarily to determining the fair value of assets and liabilities assumed in business combinations, evaluation of contingencies, uncertain tax positions, forfeiture rate, the fair value of stock-based awards, and the fair value of strategic investments. On an ongoing basis, management evaluates our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities . Recent Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance , which improves the transparency of government assistance received by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on an entity's financial statements. The guidance is effective for annual periods beginning after December 15, 2021, with early adoption permitted. Effective January 1, 2022, we early adopted ASU 2021-10 on a prospective basis. The impact of adoption of this standard on our consolidated In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Under ASU 2021-08, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) 15, 2022, with early adoption permitted. Effective January 1, 2022 , we early adopted ASU 2021-08 on a prospective basis. The impact of adoption of this standard on our consolidated financial statements, including accounting policies, processes, and systems, was not material. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective approach. Adoption of the new standard resulted in a decrease to accumulated deficit of $95.0 million, a decrease to additional paid-in capital of $664.0 million, and an increase to convertible senior notes, net of $569.0 million. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 2. Revenue We determine revenue recognition by first identifying the contract or contracts with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract, and recognizing revenue when, or as, we satisfy a performance obligation. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We determine collectability by performing ongoing credit evaluations and monitoring customer accounts receivable balances. Sales tax, including value added tax, is excluded from reported revenue. We generate substantially all of our revenues by offering various advertising products on Snapchat, which include Snap Ads and AR Ads, referred to as advertising revenue. AR Ads include Sponsored Filters and Sponsored Lenses. Sponsored Filters allow users to interact with an advertiser’s brand by enabling stylized brand artwork to be overlaid on a Snap. Sponsored Lenses allow users to interact with an advertiser’s brand by enabling branded augmented reality experiences. The substantial majority of advertising revenue is generated from the display of advertisements on Snapchat through contractual agreements that are either on a fixed fee basis over a period of time or based on the number of advertising impressions delivered. Revenue related to agreements based on the number of impressions delivered is recognized when the advertisement is displayed. Revenue related to fixed fee arrangements is recognized ratably over the service period, typically less than 30 days in duration, and such arrangements do not contain minimum impression guarantees. In arrangements where another party is involved in providing specified services to a customer, we evaluate whether we are the principal or agent. In this evaluation, we consider if we obtain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price. For advertising revenue arrangements where we are not the principal, we recognize revenue on a net basis. For the periods presented, revenue for arrangements where we are the agent was not material. We also generate revenue from sales of hardware products. For the periods presented, revenue from the sales of hardware products was not material. The following table represents our revenue disaggregated by geography based on the billing address of the advertising customer: Three Months Ended March 31, 2022 2021 (in thousands) Revenue: North America (1) (2) $ 749,243 $ 531,363 Europe (3) 159,076 129,118 Rest of world 154,408 109,103 Total revenue $ 1,062,727 $ 769,584 (1) North America includes Mexico, the Caribbean, and Central America. (2) United States revenue was $727.4 million and $514.6 million for the three months ended March 31, 2022 and 2021, respectively. (3) Europe includes Russia and Turkey. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 3. Net Loss per Share We compute net loss per share using the two-class method required for multiple classes of common stock. We have three classes of authorized common stock for which voting rights differ by class. Basic net loss per share is computed by dividing net loss attributable to each class of stockholders by the weighted-average number of shares of stock outstanding during the period, adjusted for v ested restricted stock units (“RSUs”) that have not been settled and restricted stock awards (“RSAs”) for which the risk of forfeiture has not yet lapsed. For the calculation of diluted net loss per share, net loss per share attributable to common stockholders for basic net loss per share is adjusted by the effect of dilutive securities, including awards under our equity compensation plans. Diluted net loss per share attributable to common stockholders is computed by dividing the resulting net loss attributable to common stockholders by the weighted-average number of fully diluted common shares outstanding. We use the if-converted method for calculating any potential dilutive effect of the convertible senior notes due in 2025, 2026, 2027, and 2028 (collectively, the “Convertible Notes”) on diluted net loss per share. The Convertible Notes would have a dilutive impact on net income per share when the average market price of Class A common stock for a given period exceeds the respective conversion price of the Convertible Notes. For the periods presented, our potentially dilutive shares relating to stock options, RSUs, RSAs, and Convertible Notes were not included in the computation of diluted net loss per share as the effect of including these shares in the calculation would have been anti-dilutive. The numerators and denominators of the basic and diluted net loss per share computations for our common stock are calculated as follows for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 (in thousands, except per share data) Class A Common Class B Common Class C Common Class A Common Class B Common Class C Common Numerator: Net loss $ (303,132 ) $ (5,045 ) $ (51,447 ) $ (238,107 ) $ (4,523 ) $ (44,252 ) Net loss attributable to common stockholders $ (303,132 ) $ (5,045 ) $ (51,447 ) $ (238,107 ) $ (4,523 ) $ (44,252 ) Denominator: Basic shares: Weighted-average common shares - Basic 1,364,772 22,714 231,627 1,246,333 23,676 231,627 Diluted shares: Weighted-average common shares - Diluted 1,364,772 22,714 231,627 1,246,333 23,676 231,627 Net loss per share attributable to common stockholders: Basic $ (0.22 ) $ (0.22 ) $ (0.22 ) $ (0.19 ) $ (0.19 ) $ (0.19 ) Diluted $ (0.22 ) $ (0.22 ) $ (0.22 ) $ (0.19 ) $ (0.19 ) $ (0.19 ) The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: As of March 31, 2022 2021 (in thousands) Stock options 4,132 5,305 Unvested RSUs and RSAs 77,793 114,307 Convertible Notes (if-converted) 89,379 101,591 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders' Equity | 4. Stockholders’ Equity We maintain three share-based employee compensation plans: the 2017 Equity Incentive Plan (“2017 Plan”), the 2014 Equity Incentive Plan (“2014 Plan”), and the 2012 Equity Incentive Plan (“2012 Plan”, and collectively with the 2017 Plan and the 2014 Plan, the “Stock Plans”). The 2017 Plan serves as the successor to the 2014 Plan and 2012 Plan and provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, RSAs, RSUs, performance stock awards, performance cash awards, and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates. Restricted Stock Units and Restricted Stock Awards The following table summarizes the RSU and RSA activity during the three months ended March 31, 2022: Class A Outstanding Weighted- Average Grant Date Fair Value (in thousands, except per share data) Unvested at December 31, 2021 86,180 $ 26.07 Granted 6,864 $ 34.87 Vested (12,816 ) $ 20.05 Forfeited (2,435 ) $ 25.03 Unvested at March 31, 2022 77,793 $ 27.87 All RSUs and RSAs vest on the satisfaction of a service based condition. Total unrecognized compensation cost related to outstanding RSUs and RSAs was $1.9 billion as of March 31, 2022 and is expected to be recognized over a weighted-average period of 2.2 years. The service condition for RSUs and RSAs granted prior to February 2018 is generally satisfied over four years, 10% after the first year of service, 20% over the second year, 30% over the third year, and 40% over the fourth year. The service condition for RSUs and RSAs granted after February 2018 is generally satisfied in equal monthly or quarterly installments over three to four years. Stock Options The following table summarizes the stock option award activity under the Stock Plans during the three months ended March 31, 2022: Class A Number of Shares Class B Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) (in thousands, except per share data) Outstanding at December 31, 2021 3,676 628 $ 10.59 4.19 $ 157,374 Granted — — $ — — $ — Exercised (160 ) (6 ) $ 13.70 — $ — Forfeited (6 ) — $ 26.42 — $ — Outstanding at March 31, 2022 3,510 622 $ 10.46 3.90 $ 106,477 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our Class A common stock as of December 31, 2021 and March 31, 2022, respectively. Total unrecognized compensation cost related to unvested stock options was $1.6 million as of March 31, 2022 Stock-Based Compensation Expense by Function Total stock-based compensation expense by function was as follows: Three Months Ended March 31, 2022 2021 (in thousands) Cost of revenue $ 2,446 $ 2,656 Research and development 182,866 163,793 Sales and marketing 42,071 29,084 General and administrative 48,061 41,540 Total $ 275,444 $ 237,073 |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business Acquisitions | 5. Business Acquisitions 2022 Acquisitions In the three months ended March 31, 2022, we completed acquisitions to enhance our existing platform, technology, and workforce. The aggregate purchase consideration was $102.5 million, which included $0.5 million in cash, $44.0 million in shares of our Class A common stock, and $58.0 million recorded in other liabilities on the consolidated balance sheet. Of the aggregate purchase consideration, $60.8 million was allocated to goodwill and the remainder primarily to identifiable intangible assets. The goodwill amount represents synergies related to our existing platform expected to be realized from the business acquisitions and assembled workforces. Of the acquired goodwill and intangible assets, $83.9 million is deductible for tax purposes. 2021 Acquisitions Wave Optics In May 2021, we acquired Wave Optics Limited (“Wave Optics”), a display technology company that supplies light engines and diffractive waveguides for augmented reality displays. The total consideration was $541.8 million, of which $510.4 million represents purchase consideration and primarily consists of 4.7 million shares of our Class A common stock with a fair value of $252.0 million, cash of $13.7 million, and a $238.4 million payable due no later than May 2023 in either cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election . The remaining $ million of total consideration transferred represents compensation for future employment services. The allocation of purchase price is subject to change based on information received related to the assets and liabilities that existed as of the acquisition date. The allocation of the total purchase consideration for this acquisition is estimated as follows: Total (in thousands) Trademarks $ 20,584 Technology 77,118 Customer relationships 32,708 Goodwill 370,236 Net deferred tax liability (3,313 ) Other assets acquired and liabilities assumed, net 13,111 Total $ 510,444 The goodwill amount represents synergies expected to be realized from the business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes. Fit Analytics In March 2021, we acquired Fit Analytics GmbH (“Fit Analytics”), a sizing technology company that powers solutions for retailers and brands, to grow our e-commerce and shopping offerings. The purchase consideration for Fit Analytics was $124.4 million, which primarily represents current and future cash consideration payments. The allocation of purchase price is based on information received related to the assets and liabilities that existed as of the acquisition date. Total (in thousands) Trademarks $ 800 Technology 17,000 Customer relationships 17,000 Goodwill 88,132 Net deferred tax liability (5,643 ) Other assets acquired and liabilities assumed, net 7,160 Total $ 124,449 The goodwill amount represents synergies expected to be realized from this business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes. Other 2021 Acquisitions For the year ended December 31, 2021, we completed other acquisitions to enhance our existing platform, technology, and workforce. The aggregate purchase consideration was $266.1 million, which included $ 139.5 The aggregate allocation of purchase consideration was as follows: Total (in thousands) Technology $ 64,150 Customer relationships 4,000 Goodwill 203,482 Net deferred tax liability (11,871 ) Other assets acquired and liabilities assumed, net 6,325 Total $ 266,086 The goodwill amount represents synergies related to our existing platform expected to be realized from the business acquisitions and assembled workforces. Of the acquired goodwill and intangible assets, $8.2 million is deductible for tax purposes. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets The changes in the carrying amount of goodwill for the three months ended March 31, 2022 were as follows: Goodwill (in thousands) Balance as of December 31, 2021 $ 1,588,452 Goodwill acquired 60,791 Foreign currency translation (3,959 ) Balance as of March 31, 2022 $ 1,645,284 Intangible assets consisted of the following: As of March 31, 2022 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands, except years) Domain names 4.5 $ 963 $ 417 $ 546 Trademarks 4.1 21,384 3,708 17,676 Technology 3.7 369,068 159,580 209,488 Customer relationships 4.9 53,708 8,998 44,710 Patents 6.6 26,689 12,173 14,516 Other 1.8 6,000 626 5,374 $ 477,812 $ 185,502 $ 292,310 As of December 31, 2021 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands except years) Domain names 4.6 $ 967 $ 365 $ 602 Trademarks 4.3 21,384 2,613 18,771 Technology 3.6 343,800 142,588 201,212 Customer relationships 5.1 53,709 6,332 47,377 Patents 4.0 21,195 11,503 9,692 $ 441,055 $ 163,401 $ 277,654 Amortization of intangible assets was $22.5 million and $10.4 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the estimated intangible asset amortization expense for the next five years and thereafter is as follows: Estimated Amortization (in thousands) Remainder of 2022 $ 64,244 2023 81,366 2024 66,841 2025 49,493 2026 18,979 Thereafter 11,387 Total $ 292,310 |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 7. Convertible Notes 2028 Notes In February 2022, we entered into a purchase agreement with certain counterparties for the sale of an aggregate of $1.50 billion principal amount of convertible senior notes due in 2028 (the “2028 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2028 Notes consisted of a $1.30 billion initial placement and an over-allotment option that provided the initial purchasers of the 2028 Notes with the option to purchase an additional $200.0 million aggregate principal amount of the 2028 Notes, which was fully exercised. The 2028 Notes were issued pursuant to an indenture dated February 11, 2022. The net proceeds from the issuance of the 2028 Notes were $ 1.31 The debt issuance costs are amortized to interest expense using the effective interest rate method. The 2028 Notes are unsecured and unsubordinated obligations. Interest is payable in cash semi-annually in arrears beginning on September 1, 2022 at a rate of 0.125% per year. The 2028 Notes mature on March 1, 2028 unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2028 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 17.7494 shares of Class A common stock per $1,000 principal amount of 2028 Notes, which is equivalent to an initial conversion price of approximately $56.34 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2028 Notes. We may redeem for cash all or any portion of the 2028 Notes, at our option, on or after March 5, 2025 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest, if any. Holders of the 2028 Notes may convert all or a portion of their 2028 Notes at their option prior to December 1, 2027, in multiples of $1,000 principal amounts, only under the following circumstances: • • • at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, • On or after December 1, 2027, the 2028 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2028 Notes who convert the 2028 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2028 Notes, or in connection with a redemption are entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change, holders of the 2028 Notes may require us to repurchase all or a portion of the 2028 Notes at a price equal to 100% of the principal amount of 2028 Notes, plus any accrued and unpaid interest, if any. We accounted for the issuance of the 2028 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. 2027 Notes In April 2021, we entered into a purchase agreement for the sale of an aggregate of $1.15 billion principal amount of convertible senior notes due in 2027 (the “2027 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2027 Notes were $1.05 billion, net of debt issuance costs and cash used to purchase the capped call transactions (the “2027 Capped Call Transactions”) discussed below. The debt issuance costs are amortized to interest expense using the effective interest rate method. The 2027 Notes are unsecured and unsubordinated obligations which do not bear regular interest and for which the principal balance will not accrete. The 2027 Notes will mature on May 1, 2027 unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2027 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 11.2042 shares of Class A common stock per $1,000 principal amount of 2027 Notes, which is equivalent to an initial conversion price of approximately $89.25 per share of our Class A common stock. We may redeem for cash all or portions of the 2027 Notes, at our option, on or after May 5, 2024 based on certain circumstances. 2025 Notes In April 2020, we entered into a purchase agreement for the sale of an aggregate of $1.0 billion principal amount of convertible senior notes due in 2025 (the “2025 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2025 Notes were $888.6 million, net of debt issuance costs and cash used to purchase the capped call transactions (the “2025 Capped Call Transactions”) discussed below. The debt issuance costs are amortized to interest expense using the effective interest rate method. The 2025 Notes are unsecured and unsubordinated obligations. Interest is payable in cash semi-annually in arrears beginning on November 1, 2020 at a rate of 0.25% per year. The 2025 Notes mature on May 1, 2025 unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2025 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 46.1233 shares of Class A common stock per $1,000 principal amount of 2025 Notes, which is equivalent to an initial conversion price of approximately $21.68 per share of our Class A common stock. We may redeem for cash all or portions of the 2025 Notes, at our option, on or after May 6, 2023 based on certain circumstances. 2026 Notes In August 2019, we entered into a purchase agreement for the sale of an aggregate of $1.265 billion principal amount of convertible senior notes due in 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2026 Notes were $1.15 billion, net of debt issuance costs and cash used to purchase the capped call transactions (the “2026 Capped Call Transactions”) discussed below. The debt issuance costs are amortized to interest expense using the effective interest rate method. The 2026 Notes are unsecured and unsubordinated obligations. Interest is payable in cash semi-annually in arrears beginning on February 1, 2020 at a rate of 0.75% per year. The 2026 Notes mature on August 1, 2026 unless repurchased, redeemed, or converted in accordance with the terms prior to such date. The 2026 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 43.8481 shares of Class A common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $22.81 per share of our Class A common stock. We may redeem for cash all or portions of the 2026 Notes, at our option, on or after August 6, 2023 based on certain circumstances. Exchange Transactions In 2021, we entered into various exchange agreements (collectively, the “Exchange Agreements”) with certain holders of the 2025 Notes and the 2026 Notes pursuant to which we exchanged approximately $715.9 million principal amount of the 2025 Notes and approximately $426.5 million principal amount of the 2026 Notes for aggregate consideration of approximately 52.4 million shares of Class A common stock (the “Exchange Shares”). The Exchange Shares included an additional 0.7 million shares of our Class A common stock not provided for under the original conversion terms of the 2025 Notes and the 2026 Notes to induce the holders to agree to the exchange. The Exchange Agreements were accounted for as an induced conversion with the fair value of 0.7 million Exchange Shares, less accrued interest, recognized as an inducement expense in other income (expense), net in our consolidated statements of operations and included as an adjustment to reconcile net loss to net cash provided by (used in) operating activities in our consolidated statements of cash flows. There was no inducement expense recorded for the three months ended March 31, 2022 or 2021. The common stock consideration issued under the original terms of the 2025 Notes and the 2026 Notes was accounted for under the general conversion accounting guidance with the net carrying amount of $1,132.6 million recorded in additional paid-in-capital and as a non-cash transaction excluded from cash activities on the consolidated statements of cash flows. The Convertible Notes consisted of the following: As of March 31, 2022 As of December 31, 2021 2025 Notes 2026 Notes 2027 Notes 2028 Notes 2025 Notes 2026 Notes 2027 Notes (in thousands) Principal $ 284,105 $ 838,491 $ 1,150,000 $ 1,500,000 $ 284,105 $ 838,493 $ 1,150,000 Unamortized debt issuance costs (2,006 ) (5,662 ) (10,831 ) (17,254 ) (2,168 ) (5,982 ) (11,361 ) Net carrying amount $ 282,099 $ 832,829 $ 1,139,169 $ 1,482,746 $ 281,937 $ 832,511 $ 1,138,639 As of March 31, 2022, the debt issuance costs on the 2025 Notes, the 2026 Notes, the 2027 Notes, and the 2028 Notes will be amortized over the remaining period of approximately 3.1 years, 4.3 years, 5.1 years, and 5.9 years, respectively. Interest expense related to the amortization of debt issuance costs was $1.4 million and $1.0 million for the three months ended March 31, 2022 and 2021, respectively. Contractual interest expense was $2.0 million and $3.0 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the if-converted value of the 2025 Notes and the 2026 Notes exceeded the principal amount by $187.5 million and $484.7 million, respectively. As of March 31, 2022, the if-converted value of the 2027 Notes and the 2028 Notes did not exceed the principal amount. The sale price for conversion was satisfied as of March 31, 2022 for the 2025 Notes and the 2026 Notes, and as a result, the 2025 Notes and 2026 Notes will continue to be eligible for optional conversion during the second quarter of 2022. The 2027 Notes and the 2028 Notes were not eligible for conversion as of March 31 , 202 2 . No sinking fund is provided for the Convertible Notes, which means that we are not required to redeem or retire them periodically. Refer to Note 7 in our consolidated financial statements in the Annual Report for additional details. Capped Call Transactions In connection with the pricing of the 2025 Notes, the 2026 Notes, the 2027 Notes, and the 2028 Notes, we entered into the 2025 Capped Call Transactions, the 2026 Capped Call Transactions, the 2027 Capped Call Transactions, and the 2028 Capped Call Transactions (collectively, the “Capped Call Transactions”), respectively, with certain counterparties at a net cost of $100.0 million, $102.1 million, $86.8 million, and $177.0 million, respectively. The cap price of the 2025 Capped Call Transactions, the 2026 Capped Call Transactions, the 2027 Capped Call Transactions, and the 2028 Capped Call Transactions is initially $32.12, $32.58, $121.02, and $93.90 per share of our Class A common stock, respectively. All are subject to certain adjustments under the terms of the Capped Call Transactions. Conditions that cause adjustments to the initial strike price of the Capped Call Transactions mirror conditions that result in corresponding adjustments for the Convertible Notes. The Capped Call Transactions are intended to reduce potential dilution to holders of our Class A common stock beyond the conversion prices up to the cap prices on any conversion of the Convertible Notes or offset any cash payments we are required to make in excess of the principal amount, as the case may be, with such reduction or offset subject to a cap. The cost of the Capped Call Transactions was recorded as a reduction of our additional paid-in capital in our consolidated balance sheets. The Capped Call Transactions will not be remeasured as long as they continue to meet the conditions for equity classification. As of March 31, 2022, the 2025 Capped Call Transactions and 2026 Capped Call Transactions were in-the-money. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Commitments We have non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage, and other computing services, as well as lease, content and developer partner, and other commitments. We had $4.4 billion in commitments as of March 31, 2022, primarily due within three years. For additional discussion on leases, see Note 9 to our consolidated financial statements. Contingencies We record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We also disclose material contingencies when we believe a loss is not probable but reasonably possible. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Many legal and tax contingencies can take years to be resolved. Pending Matters In November 2021, we and certain of our officers and directors, were named as defendants in a securities class action lawsuit purportedly brought on behalf of purchasers of our Class A common stock, alleging that we and certain of our officers made false or misleading statements and omissions concerning the impact that Apple’s App Tracking Transparency framework would have on our business. We believe we have meritorious defenses to this lawsuit, and continue to defend the lawsuit vigorously. Based on the preliminary nature of the proceedings in this case, the outcome of this matter remains uncertain. The outcomes of our legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our financial condition, results of operations, and cash flows for a particular period. For the pending matter described above, it is not possible to estimate the reasonably possible loss or range of loss. We are subject to various other legal proceedings and claims in the ordinary course of business, including certain patent, trademark, privacy, regulatory, and employment matters. Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of our other pending matters will seriously harm our business, financial condition, results of operations, and cash flows. Indemnifications In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees, and other parties with respect to certain matters. Indemnification may include losses from our breach of such agreements, services we provide, or third party intellectual property infringement claims. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments may not be subject to a cap. We have not incurred material costs to defend lawsuits or settle claims related to these indemnifications as of March 31, 2022. We believe the fair value of these liabilities is immaterial and accordingly have no liabilities recorded for these agreements at March 31, 2022. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 9. Leases We have various non-cancelable lease agreements for certain of our offices with original lease periods expiring between 2022 and 2042. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements have free rent periods or escalating rent payment provisions. Lease Cost The components of lease cost were as follows: Three Months Ended March 31, 2022 2021 (in thousands) Operating lease expense $ 23,626 $ 14,940 Sublease income (673 ) (402 ) Total net lease costs $ 22,953 $ 14,538 Lease Term and Discount Rate The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows: Three Months Ended March 31, 2022 2021 Weighted-average remaining lease term 7.0 7.3 Weighted-average discount rate 4.9 % 5.5 % We use our incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments. Maturity of Lease Liabilities The present value of our operating lease liabilities as of March 31, 2022 were as follows: Operating Leases (in thousands) Remainder of 2022 $ 49,962 2023 96,315 2024 105,045 2025 98,684 2026 50,079 Thereafter 173,745 Total lease payments $ 573,830 Less: Imputed interest (95,312 ) Present value of lease liabilities $ 478,518 As of March 31, 2022, we have additional operating leases for facilities that have not yet commenced with lease obligations of $60.1 million. These operating leases will commence between 2022 and 2024 with lease terms of greater than two years to eleven years. Other Information Cash payments included in the measurement of our o perating lease liabilities were $23.5 million and $17.0 million for the three months ended March 31, 2022 and 2021, respectively. Lease liabilities arising from obtaining operating lease right-of-use assets were $ 122.2 million and $9.4 million for the three months ended March 31, 2022 and 2021, respectively. |
Strategic Investments
Strategic Investments | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Strategic Investments | 10. Strategic Investments We hold strategic investments in privately held companies with a carrying value of $275.9 million and $262.7 million as of March 31, 2022 and December 31, 2021, respectively, which consist primarily of equity securities, and to a lesser extent, debt securities. These strategic investments are primarily recorded at fair value on a non-recurring basis. The estimation of fair value for these privately held strategic investments requires the use of significant unobservable inputs, such as the issuance of new equity by the company, and as a result, we deem these assets as Level 3 financial instruments within the fair value measurement framework. We recognized unrealized gains on investments in privately held companies of $13.3 million and $23.3 million for the three months ended March 31, 2022 and 2021, respectively. Unrealized and realized gains on all strategic investments are included within other income (expense), net on the consolidated statements of operations and included as an adjustment to reconcile net loss to net cash provided by (used in) operating activities in our consolidated statements of cash flows. Strategic investments are included within other assets on the consolidated balance sheets. In the fourth quarter of 2021, we reclassified a publicly traded strategic investment to marketable securities. See Note 11 for further information. A ll strategic investments are reviewed periodically for impairment. Impairment expense recorded for the three months ended March 31, 2022 and 2021 was not material. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 11. Fair Value Measurements Assets and liabilities measured at fair value are classified into the following categories: • Level 1: Quoted market prices in active markets for identical assets or liabilities. • Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. • Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. We classify our cash equivalents and marketable securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. The following tables set forth our financial assets as of March 31, 2022 and December 31, 2021 that are measured at fair value on a recurring basis during the period: March 31, 2022 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 2,211,850 $ — $ — $ 2,211,850 Level 1 securities: U.S. government securities 1,751,529 17 (7,324 ) 1,744,222 U.S. government agency securities 67,497 — (65 ) 67,432 Publicly traded equity securities 71,139 29,924 — 101,063 Level 2 securities: Corporate debt securities 317,508 13 (1,000 ) 316,521 Commercial paper 473,660 — (1 ) 473,659 Certificates of deposit 86,244 — — 86,244 Total $ 4,979,427 $ 29,954 $ (8,390 ) $ 5,000,991 December 31, 2021 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 1,966,966 $ — $ — $ 1,966,966 Level 1 securities: U.S. government securities 811,092 1 (1,454 ) 809,639 U.S. government agency securities 77,409 1 (8 ) 77,402 Publicly traded equity securities 71,139 122,064 — 193,203 Level 2 securities: Corporate debt securities 143,124 — (207 ) 142,917 Commercial paper 422,328 — (1 ) 422,327 Certificates of deposit 80,431 — — 80,431 Total $ 3,572,489 $ 122,066 $ (1,670 ) $ 3,692,885 We held an investment in a publicly traded company with a carrying value of $101.1 million and $193.2 million as of March 31, 2022 and December 31, 2021, respectively, recorded as a marketable security. We recorded $92.1 million in unrealized losses related to this investment for the three months ended March 31, 2022 within other income (expense), net on the consolidated statements of operations. This investment was reclassified from strategic investments to marketable securities in the fourth quarter of 2021. Gross unrealized losses were not material for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, we considered any decreases in fair value on our marketable securities to be driven by factors other than credit risk, including market risk. As of March 31, 2022, $175.3 million of our total $2.6 billion in marketable debt securities have contractual maturities between one and five years. All other marketable debt securities have contractual maturities less than one year. W e carry the Convertible Notes at face value less the unamortized debt issuance costs on our consolidated balance sheets and present the fair value for disclosure purposes only. As of March 31, 2022, the fair value of the 2025 Notes, the 2026 Notes, the 2027 Notes, and the 2028 Notes was $508.6 million, $1.5 billion, $986.1 million, and $1.5 billion, respectively. As of December 31, 2021, the fair value of the 2025 Notes, the 2026 Notes, and the 2027 Notes was $650.1 million, $1.9 billion, and $1.1 billion, respectively. The estimated fair value of the Convertible Notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the Convertible Notes in an over-the-counter market on the last business day of the period. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter. Our effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on our deferred tax assets as it is more likely than not that some or all of our deferred tax assets will not be realized. Income tax expense was $8.5 million and $1.4 million for the three months ended March 31, 2022 and 2021, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2022 | |
Accumulated Other Comprehensive Income Loss [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 13. Accumulated Other Comprehensive Income (Loss) The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”) by component and the reclassifications out of AOCI: Changes in Accumulated Other Comprehensive Income (Loss) by Component Marketable Securities Foreign Currency Translation Total (in thousands) Balance at December 31, 2021 $ (1,822 ) $ 7,343 $ 5,521 OCI before reclassifications (6,692 ) (2,842 ) (9,534 ) Amounts reclassified from AOCI (1) — — — Net current period OCI (6,692 ) (2,842 ) (9,534 ) Balance at March 31, 2022 $ (8,514 ) $ 4,501 $ (4,013 ) (1) Realized gains and losses on marketable securities are reclassified from AOCI into other income (expense), net in the consolidated statements of operations. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 14. Property and Equipment, Net The following table lists property and equipment, net by geographic area: As of March 31, 2022 As of December 31, 2021 (in thousands) Property and equipment, net: United States $ 185,378 $ 174,826 Rest of world (1) 29,063 27,818 Total property and equipment, net $ 214,441 $ 202,644 (1) No individual country exceeded 10% of our total property and equipment, net for any period presented. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Our consolidated financial statements include the accounts of Snap Inc. and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission (“SEC”) in February 2022 (the “Annual Report”). In our opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position, results of operations, and cash flows. Certain reclassifications have been made in the prior periods to conform to the current year's presentation. None of these reclassifications had a material impact on our consolidated financial statements. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. There have been no changes to our significant accounting policies described in our Annual Report that have had a material impact on our consolidated financial statements and related notes. |
Use of Estimates | Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Management’s estimates are based on historical information available as of the date of the consolidated financial statements and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from those estimates. Key estimates relate primarily to determining the fair value of assets and liabilities assumed in business combinations, evaluation of contingencies, uncertain tax positions, forfeiture rate, the fair value of stock-based awards, and the fair value of strategic investments. On an ongoing basis, management evaluates our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance , which improves the transparency of government assistance received by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on an entity's financial statements. The guidance is effective for annual periods beginning after December 15, 2021, with early adoption permitted. Effective January 1, 2022, we early adopted ASU 2021-10 on a prospective basis. The impact of adoption of this standard on our consolidated In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Under ASU 2021-08, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) 15, 2022, with early adoption permitted. Effective January 1, 2022 , we early adopted ASU 2021-08 on a prospective basis. The impact of adoption of this standard on our consolidated financial statements, including accounting policies, processes, and systems, was not material. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective approach. Adoption of the new standard resulted in a decrease to accumulated deficit of $95.0 million, a decrease to additional paid-in capital of $664.0 million, and an increase to convertible senior notes, net of $569.0 million. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregation of Revenue by Geography | The following table represents our revenue disaggregated by geography based on the billing address of the advertising customer: Three Months Ended March 31, 2022 2021 (in thousands) Revenue: North America (1) (2) $ 749,243 $ 531,363 Europe (3) 159,076 129,118 Rest of world 154,408 109,103 Total revenue $ 1,062,727 $ 769,584 (1) North America includes Mexico, the Caribbean, and Central America. (2) United States revenue was $727.4 million and $514.6 million for the three months ended March 31, 2022 and 2021, respectively. (3) Europe includes Russia and Turkey. |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Numerators and Denominators of Basic and Diluted Net Loss per Share Computations for Common Stock | The numerators and denominators of the basic and diluted net loss per share computations for our common stock are calculated as follows for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 (in thousands, except per share data) Class A Common Class B Common Class C Common Class A Common Class B Common Class C Common Numerator: Net loss $ (303,132 ) $ (5,045 ) $ (51,447 ) $ (238,107 ) $ (4,523 ) $ (44,252 ) Net loss attributable to common stockholders $ (303,132 ) $ (5,045 ) $ (51,447 ) $ (238,107 ) $ (4,523 ) $ (44,252 ) Denominator: Basic shares: Weighted-average common shares - Basic 1,364,772 22,714 231,627 1,246,333 23,676 231,627 Diluted shares: Weighted-average common shares - Diluted 1,364,772 22,714 231,627 1,246,333 23,676 231,627 Net loss per share attributable to common stockholders: Basic $ (0.22 ) $ (0.22 ) $ (0.22 ) $ (0.19 ) $ (0.19 ) $ (0.19 ) Diluted $ (0.22 ) $ (0.22 ) $ (0.22 ) $ (0.19 ) $ (0.19 ) $ (0.19 ) |
Schedule of Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss per Share | The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: As of March 31, 2022 2021 (in thousands) Stock options 4,132 5,305 Unvested RSUs and RSAs 77,793 114,307 Convertible Notes (if-converted) 89,379 101,591 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Stock Option Award Activity | The following table summarizes the stock option award activity under the Stock Plans during the three months ended March 31, 2022: Class A Number of Shares Class B Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) (in thousands, except per share data) Outstanding at December 31, 2021 3,676 628 $ 10.59 4.19 $ 157,374 Granted — — $ — — $ — Exercised (160 ) (6 ) $ 13.70 — $ — Forfeited (6 ) — $ 26.42 — $ — Outstanding at March 31, 2022 3,510 622 $ 10.46 3.90 $ 106,477 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our Class A common stock as of December 31, 2021 and March 31, 2022, respectively. |
Summary of Total Stock-based Compensation Expense | Total stock-based compensation expense by function was as follows: Three Months Ended March 31, 2022 2021 (in thousands) Cost of revenue $ 2,446 $ 2,656 Research and development 182,866 163,793 Sales and marketing 42,071 29,084 General and administrative 48,061 41,540 Total $ 275,444 $ 237,073 |
Restricted Stock Units and Restricted Stock Awards | |
Summary of RSU and RSA Activity | Restricted Stock Units and Restricted Stock Awards The following table summarizes the RSU and RSA activity during the three months ended March 31, 2022: Class A Outstanding Weighted- Average Grant Date Fair Value (in thousands, except per share data) Unvested at December 31, 2021 86,180 $ 26.07 Granted 6,864 $ 34.87 Vested (12,816 ) $ 20.05 Forfeited (2,435 ) $ 25.03 Unvested at March 31, 2022 77,793 $ 27.87 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Wave Optics | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Allocation | The allocation of purchase price is subject to change based on information received related to the assets and liabilities that existed as of the acquisition date. The allocation of the total purchase consideration for this acquisition is estimated as follows: Total (in thousands) Trademarks $ 20,584 Technology 77,118 Customer relationships 32,708 Goodwill 370,236 Net deferred tax liability (3,313 ) Other assets acquired and liabilities assumed, net 13,111 Total $ 510,444 |
Fit Analytics | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Allocation | The allocation of purchase price is based on information received related to the assets and liabilities that existed as of the acquisition date. Total (in thousands) Trademarks $ 800 Technology 17,000 Customer relationships 17,000 Goodwill 88,132 Net deferred tax liability (5,643 ) Other assets acquired and liabilities assumed, net 7,160 Total $ 124,449 |
Other 2021 Acquisitions | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Allocation | The aggregate allocation of purchase consideration was as follows: Total (in thousands) Technology $ 64,150 Customer relationships 4,000 Goodwill 203,482 Net deferred tax liability (11,871 ) Other assets acquired and liabilities assumed, net 6,325 Total $ 266,086 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2022 were as follows: Goodwill (in thousands) Balance as of December 31, 2021 $ 1,588,452 Goodwill acquired 60,791 Foreign currency translation (3,959 ) Balance as of March 31, 2022 $ 1,645,284 |
Schedule of Intangible Assets | Intangible assets consisted of the following: As of March 31, 2022 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands, except years) Domain names 4.5 $ 963 $ 417 $ 546 Trademarks 4.1 21,384 3,708 17,676 Technology 3.7 369,068 159,580 209,488 Customer relationships 4.9 53,708 8,998 44,710 Patents 6.6 26,689 12,173 14,516 Other 1.8 6,000 626 5,374 $ 477,812 $ 185,502 $ 292,310 As of December 31, 2021 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands except years) Domain names 4.6 $ 967 $ 365 $ 602 Trademarks 4.3 21,384 2,613 18,771 Technology 3.6 343,800 142,588 201,212 Customer relationships 5.1 53,709 6,332 47,377 Patents 4.0 21,195 11,503 9,692 $ 441,055 $ 163,401 $ 277,654 |
Schedule of Estimated Intangible Asset Amortization Expense | As of March 31, 2022, the estimated intangible asset amortization expense for the next five years and thereafter is as follows: Estimated Amortization (in thousands) Remainder of 2022 $ 64,244 2023 81,366 2024 66,841 2025 49,493 2026 18,979 Thereafter 11,387 Total $ 292,310 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Notes | The Convertible Notes consisted of the following: As of March 31, 2022 As of December 31, 2021 2025 Notes 2026 Notes 2027 Notes 2028 Notes 2025 Notes 2026 Notes 2027 Notes (in thousands) Principal $ 284,105 $ 838,491 $ 1,150,000 $ 1,500,000 $ 284,105 $ 838,493 $ 1,150,000 Unamortized debt issuance costs (2,006 ) (5,662 ) (10,831 ) (17,254 ) (2,168 ) (5,982 ) (11,361 ) Net carrying amount $ 282,099 $ 832,829 $ 1,139,169 $ 1,482,746 $ 281,937 $ 832,511 $ 1,138,639 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Cost | The components of lease cost were as follows: Three Months Ended March 31, 2022 2021 (in thousands) Operating lease expense $ 23,626 $ 14,940 Sublease income (673 ) (402 ) Total net lease costs $ 22,953 $ 14,538 |
Summary of Weighted Average Remaining Lease Term and Discount Rate Related to Operating Leases | Lease Term and Discount Rate The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows: Three Months Ended March 31, 2022 2021 Weighted-average remaining lease term 7.0 7.3 Weighted-average discount rate 4.9 % 5.5 % |
Present Value of Operating Lease Liabilities | Maturity of Lease Liabilities The present value of our operating lease liabilities as of March 31, 2022 were as follows: Operating Leases (in thousands) Remainder of 2022 $ 49,962 2023 96,315 2024 105,045 2025 98,684 2026 50,079 Thereafter 173,745 Total lease payments $ 573,830 Less: Imputed interest (95,312 ) Present value of lease liabilities $ 478,518 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis | The following tables set forth our financial assets as of March 31, 2022 and December 31, 2021 that are measured at fair value on a recurring basis during the period: March 31, 2022 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 2,211,850 $ — $ — $ 2,211,850 Level 1 securities: U.S. government securities 1,751,529 17 (7,324 ) 1,744,222 U.S. government agency securities 67,497 — (65 ) 67,432 Publicly traded equity securities 71,139 29,924 — 101,063 Level 2 securities: Corporate debt securities 317,508 13 (1,000 ) 316,521 Commercial paper 473,660 — (1 ) 473,659 Certificates of deposit 86,244 — — 86,244 Total $ 4,979,427 $ 29,954 $ (8,390 ) $ 5,000,991 December 31, 2021 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 1,966,966 $ — $ — $ 1,966,966 Level 1 securities: U.S. government securities 811,092 1 (1,454 ) 809,639 U.S. government agency securities 77,409 1 (8 ) 77,402 Publicly traded equity securities 71,139 122,064 — 193,203 Level 2 securities: Corporate debt securities 143,124 — (207 ) 142,917 Commercial paper 422,328 — (1 ) 422,327 Certificates of deposit 80,431 — — 80,431 Total $ 3,572,489 $ 122,066 $ (1,670 ) $ 3,692,885 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accumulated Other Comprehensive Income Loss [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”) by component and the reclassifications out of AOCI: Changes in Accumulated Other Comprehensive Income (Loss) by Component Marketable Securities Foreign Currency Translation Total (in thousands) Balance at December 31, 2021 $ (1,822 ) $ 7,343 $ 5,521 OCI before reclassifications (6,692 ) (2,842 ) (9,534 ) Amounts reclassified from AOCI (1) — — — Net current period OCI (6,692 ) (2,842 ) (9,534 ) Balance at March 31, 2022 $ (8,514 ) $ 4,501 $ (4,013 ) (1) Realized gains and losses on marketable securities are reclassified from AOCI into other income (expense), net in the consolidated statements of operations. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net by Geographic Area | The following table lists property and equipment, net by geographic area: As of March 31, 2022 As of December 31, 2021 (in thousands) Property and equipment, net: United States $ 185,378 $ 174,826 Rest of world (1) 29,063 27,818 Total property and equipment, net $ 214,441 $ 202,644 (1) No individual country exceeded 10% of our total property and equipment, net for any period presented. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Accumulated deficit | $ (8,644,090) | $ (8,284,466) | |
Additional paid-in capital | 12,211,123 | 12,069,097 | |
Convertible senior notes, net | $ 3,736,843 | $ 2,253,087 | |
Accounting Standards Update 2021-10 | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2022 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||
Accounting Standards Update 2021-08 | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2022 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||
Accounting Standards Update 2020-06 | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, early adoption [true false] | true | ||
Change in accounting principle, accounting standards update, transition option elected | us-gaap:AccountingStandardsUpdate202006RetrospectiveMember | ||
Accounting Standards Update 2020-06 | Revision of Prior Period, Accounting Standards Update, Adjustment | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Accumulated deficit | $ (95,000) | ||
Additional paid-in capital | 664,000 | ||
Convertible senior notes, net | $ 569,000 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 1,062,727 | $ 769,584 |
North America | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 749,243 | 531,363 |
Europe | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 159,076 | 129,118 |
Rest of World | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 154,408 | $ 109,103 |
Revenue - Disaggregation of R_2
Revenue - Disaggregation of Revenue by Geography (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 1,062,727 | $ 769,584 |
United States | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 727,400 | $ 514,600 |
Net Loss per Share - Numerators
Net Loss per Share - Numerators and Denominators of Basic and Diluted Net Loss per Share Computations for Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (359,624) | $ (286,882) |
Basic shares: | ||
Weighted-average common shares - Basic | 1,619,113 | 1,501,636 |
Diluted shares: | ||
Weighted-average common shares - Diluted | 1,619,113 | 1,501,636 |
Net loss per share attributable to common stockholders: | ||
Basic | $ (0.22) | $ (0.19) |
Diluted | $ (0.22) | $ (0.19) |
Class A Common Stock | ||
Numerator: | ||
Net loss | $ (303,132) | $ (238,107) |
Net loss attributable to common stockholders | $ (303,132) | $ (238,107) |
Basic shares: | ||
Weighted-average common shares - Basic | 1,364,772 | 1,246,333 |
Diluted shares: | ||
Weighted-average common shares - Diluted | 1,364,772 | 1,246,333 |
Net loss per share attributable to common stockholders: | ||
Basic | $ (0.22) | $ (0.19) |
Diluted | $ (0.22) | $ (0.19) |
Class B Common Stock | ||
Numerator: | ||
Net loss | $ (5,045) | $ (4,523) |
Net loss attributable to common stockholders | $ (5,045) | $ (4,523) |
Basic shares: | ||
Weighted-average common shares - Basic | 22,714 | 23,676 |
Diluted shares: | ||
Weighted-average common shares - Diluted | 22,714 | 23,676 |
Net loss per share attributable to common stockholders: | ||
Basic | $ (0.22) | $ (0.19) |
Diluted | $ (0.22) | $ (0.19) |
Class C Common Stock | ||
Numerator: | ||
Net loss | $ (51,447) | $ (44,252) |
Net loss attributable to common stockholders | $ (51,447) | $ (44,252) |
Basic shares: | ||
Weighted-average common shares - Basic | 231,627 | 231,627 |
Diluted shares: | ||
Weighted-average common shares - Diluted | 231,627 | 231,627 |
Net loss per share attributable to common stockholders: | ||
Basic | $ (0.22) | $ (0.19) |
Diluted | $ (0.22) | $ (0.19) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 4,132 | 5,305 |
Unvested Restricted Stock Units And Restricted Stock Awards Not Subject To A Performance Condition | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 77,793 | 114,307 |
Convertible Notes (If Converted) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 89,379 | 101,591 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of share-based employee compensation plans | Plan | 3 |
Restricted Stock Units and Restricted Stock Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 1,900 |
Weighted average recognition period | 2 years 3 months 18 days |
RSUs and RSAs Awards Granted Prior to February 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Service condition satisfied, years | 4 years |
RSUs and RSAs Awards Granted Prior to February 2018 | First Year | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting percentage | 10.00% |
RSUs and RSAs Awards Granted Prior to February 2018 | Second Year | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting percentage | 20.00% |
RSUs and RSAs Awards Granted Prior to February 2018 | Third Year | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting percentage | 30.00% |
RSUs and RSAs Awards Granted Prior to February 2018 | Fourth Year | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting percentage | 40.00% |
RSUs and RSAs Granted after February 2018 | Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Service condition satisfied, years | 3 years |
RSUs and RSAs Granted after February 2018 | Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Service condition satisfied, years | 4 years |
Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average recognition period | 1 year 1 month 6 days |
Unrecognized compensation cost | $ 1.6 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of RSU and RSA Activity (Details) - Restricted Stock Units and Restricted Stock Awards shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Weighted-Average Grant Date Fair Value per Restricted Stock | |
Weighted-Average Grant Date Fair Value per Restricted Stock, Unvested Beginning Balance | $ / shares | $ 26.07 |
Weighted-Average Grant Date Fair Value per Restricted Stock, Granted | $ / shares | 34.87 |
Weighted-Average Grant Date Fair Value per Restricted Stock, Vested | $ / shares | 20.05 |
Weighted-Average Grant Date Fair Value per Restricted Stock, Forfeited | $ / shares | 25.03 |
Weighted-Average Grant Date Fair Value per Restricted Stock, Unvested Ending Balance | $ / shares | $ 27.87 |
Class A Common Stock | |
Outstanding Restricted Stock | |
Outstanding Restricted Stock, Unvested Beginning Balance | shares | 86,180 |
Outstanding Restricted Stock, Granted | shares | 6,864 |
Outstanding Restricted Stock, Vested | shares | (12,816) |
Outstanding Restricted Stock, Forfeited | shares | (2,435) |
Outstanding Restricted Stock, Unvested Ending Balance | shares | 77,793 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock Option Award Activity (Details) - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Weighted-Average Exercise Price | ||
Weighted-Average Exercise Price, Beginning balance | $ 10.59 | |
Weighted-Average Exercise Price, Exercised | 13.70 | |
Weighted-Average Exercise Price, Forfeited | 26.42 | |
Weighted-Average Exercise Price, Ending balance | $ 10.46 | $ 10.59 |
Weighted-Average Remaining Contractual Term | ||
Weighted-Average Remaining Contractual Term (in years) | 3 years 10 months 24 days | 4 years 2 months 8 days |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Outstanding | $ 106,477 | $ 157,374 |
Class A Common Stock | ||
Number of Shares | ||
Number of Shares, Beginning balance | 3,676 | |
Number of Shares, Exercised | (160) | |
Number of Shares, Forfeited | (6) | |
Number of Shares, Ending balance | 3,510 | 3,676 |
Class B Common Stock | ||
Number of Shares | ||
Number of Shares, Beginning balance | 628 | |
Number of Shares, Exercised | (6) | |
Number of Shares, Ending balance | 622 | 628 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Total Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | $ 275,444 | $ 237,073 |
Cost of Revenue | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | 2,446 | 2,656 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | 182,866 | 163,793 |
Sales and Marketing | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | 42,071 | 29,084 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | $ 48,061 | $ 41,540 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
May 31, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,645,284 | $ 1,588,452 | ||
2022 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Purchase price consideration | 102,500 | |||
Payment to acquire business | 500 | |||
Goodwill | 60,800 | |||
Goodwill deductible for tax purposes | 83,900 | |||
2022 Acquisitions | Other Liabilities | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities | 58,000 | |||
2022 Acquisitions | Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred, equity interests issued and issuable | $ 44,000 | |||
Wave Optics | ||||
Business Acquisition [Line Items] | ||||
Purchase price consideration | $ 510,400 | |||
Business combination, consideration transferred, equity interests issued and issuable | 252,000 | |||
Payment to acquire business | 13,700 | |||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities | 238,400 | |||
Goodwill | 370,236 | |||
Business combination total consideration including post combination expense | 541,800 | |||
Business combination, post combination expense | $ 31,400 | |||
Wave Optics | Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Business combination consideration in shares issued or issuable | 4.7 | |||
Fit Analytics | ||||
Business Acquisition [Line Items] | ||||
Purchase price consideration | $ 124,400 | |||
Goodwill | $ 88,132 | |||
Other 2021 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Purchase price consideration | 266,100 | |||
Payment to acquire business | 139,500 | |||
Goodwill | 203,482 | |||
Goodwill deductible for tax purposes | 8,200 | |||
Other 2021 Acquisitions | Other Liabilities | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities | 32,900 | |||
Other 2021 Acquisitions | Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred, equity interests issued and issuable | $ 93,700 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Total Purchase Consideration Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | Mar. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,645,284 | $ 1,588,452 | ||
Wave Optics | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 370,236 | |||
Net deferred tax liability | (3,313) | |||
Other assets acquired and liabilities assumed, net | 13,111 | |||
Total | 510,444 | |||
Wave Optics | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets | 20,584 | |||
Wave Optics | Technology | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets | 77,118 | |||
Wave Optics | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets | $ 32,708 | |||
Fit Analytics | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 88,132 | |||
Net deferred tax liability | (5,643) | |||
Other assets acquired and liabilities assumed, net | 7,160 | |||
Total | 124,449 | |||
Fit Analytics | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets | 800 | |||
Fit Analytics | Technology | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets | 17,000 | |||
Fit Analytics | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets | $ 17,000 | |||
Other 2021 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 203,482 | |||
Net deferred tax liability | (11,871) | |||
Other assets acquired and liabilities assumed, net | 6,325 | |||
Total | 266,086 | |||
Other 2021 Acquisitions | Technology | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets | 64,150 | |||
Other 2021 Acquisitions | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets | $ 4,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, beginning balance | $ 1,588,452 |
Goodwill acquired | 60,791 |
Foreign currency translation | (3,959) |
Goodwill, ending balance | $ 1,645,284 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 477,812 | $ 441,055 |
Accumulated Amortization | 185,502 | 163,401 |
Net | $ 292,310 | $ 277,654 |
Domain Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life - Years | 4 years 6 months | 4 years 7 months 6 days |
Gross Carrying Amount | $ 963 | $ 967 |
Accumulated Amortization | 417 | 365 |
Net | $ 546 | $ 602 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life - Years | 4 years 1 month 6 days | 4 years 3 months 18 days |
Gross Carrying Amount | $ 21,384 | $ 21,384 |
Accumulated Amortization | 3,708 | 2,613 |
Net | $ 17,676 | $ 18,771 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life - Years | 3 years 8 months 12 days | 3 years 7 months 6 days |
Gross Carrying Amount | $ 369,068 | $ 343,800 |
Accumulated Amortization | 159,580 | 142,588 |
Net | $ 209,488 | $ 201,212 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life - Years | 6 years 7 months 6 days | 4 years |
Gross Carrying Amount | $ 26,689 | $ 21,195 |
Accumulated Amortization | 12,173 | 11,503 |
Net | $ 14,516 | $ 9,692 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life - Years | 1 year 9 months 18 days | |
Gross Carrying Amount | $ 6,000 | |
Accumulated Amortization | 626 | |
Net | $ 5,374 | |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life - Years | 4 years 10 months 24 days | 5 years 1 month 6 days |
Gross Carrying Amount | $ 53,708 | $ 53,709 |
Accumulated Amortization | 8,998 | 6,332 |
Net | $ 44,710 | $ 47,377 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 22.5 | $ 10.4 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
Remainder of 2022 | $ 64,244 | |
2023 | 81,366 | |
2024 | 66,841 | |
2025 | 49,493 | |
2026 | 18,979 | |
Thereafter | 11,387 | |
Net | $ 292,310 | $ 277,654 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 28, 2022USD ($)d$ / sharesshares | Apr. 30, 2021USD ($)$ / sharesshares | Apr. 30, 2020USD ($)$ / sharesshares | Aug. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)shares | |
Debt Instrument [Line Items] | |||||||
Proceeds from issuance of convertible notes, net of issuance costs | $ 1,483,500,000 | ||||||
Amortization of debt issuance costs | 1,413,000 | $ 1,044,000 | |||||
Exchange Agreements | |||||||
Debt Instrument [Line Items] | |||||||
Induced conversion expense related to convertible notes | 0 | 0 | |||||
Shares issued under original terms of general conversion with net carrying amount | $ 1,132,600,000 | ||||||
Class A Common Stock | Exchange Agreements | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued upon conversion of each $1000 principal amount | shares | 52,400,000 | ||||||
Additional shares issued upon conversion | shares | 700,000 | ||||||
Fair value of induced conversion exchange shares | shares | 700,000 | ||||||
2028 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 1,500,000,000 | $ 1,500,000,000 | |||||
Indenture date | Feb. 11, 2022 | ||||||
Proceeds from issuance of convertible notes, net of issuance costs | $ 1,310,000,000 | ||||||
Interest payment beginning date | Sep. 1, 2022 | ||||||
Debt instrument, interest rate | 0.125% | ||||||
Debt instrument, interest rate terms | Interest is payable in cash semi-annually in arrears beginning on September 1, 2022 at a rate of 0.125% per year. | ||||||
Debt instrument, maturity date | Mar. 1, 2028 | ||||||
Debt instrument, redemption price percentage | 100.00% | ||||||
Debt instrument convertible, amortization period | 5 years 10 months 24 days | ||||||
Cap price, net cost | $ 177,000,000 | ||||||
2028 Notes | Class A Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued upon conversion of each $1000 principal amount | shares | 17.7494 | ||||||
Debt instrument, convertible principal amount used in conversion rate | $ 1,000 | ||||||
Conversion price per share | $ / shares | $ 56.34 | ||||||
Debt instrument convertible, percentage of conversion price | 130.00% | ||||||
Debt instrument convertible, number of trading days | d | 20 | ||||||
Debt instrument, redemption price percentage | 100.00% | ||||||
Cap price, per share | $ / shares | $ 93.90 | ||||||
2028 Notes | Class A Common Stock | Scenario One | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument convertible, percentage of conversion price | 130.00% | ||||||
Debt instrument convertible, number of trading days | d | 20 | ||||||
Debt instrument convertible, number of consecutive trading days | d | 30 | ||||||
2028 Notes | Class A Common Stock | Scenario Two | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible principal amount used in conversion rate | $ 1,000 | ||||||
Debt instrument convertible, number of consecutive trading days | d | 10 | ||||||
Debt instrument, convertible, threshold business days | 5 days | ||||||
2028 Notes | Class A Common Stock | Scenario Two | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument convertible, percentage of conversion price | 98.00% | ||||||
2027 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 | ||||
Proceeds from issuance of convertible notes, net of issuance costs | $ 1,050,000,000 | ||||||
Debt instrument, maturity date | May 1, 2027 | ||||||
Debt instrument convertible, amortization period | 5 years 1 month 6 days | ||||||
Cap price, net cost | $ 86,800,000 | ||||||
2027 Notes | Class A Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued upon conversion of each $1000 principal amount | shares | 11.2042 | ||||||
Debt instrument, convertible principal amount used in conversion rate | $ 1,000 | ||||||
Conversion price per share | $ / shares | $ 89.25 | ||||||
Cap price, per share | $ / shares | $ 121.02 | ||||||
2025 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 1,000,000,000 | $ 284,105,000 | 284,105,000 | ||||
Debt instrument, interest rate | 0.25% | ||||||
Debt instrument, interest rate terms | Interest is payable in cash semi-annually in arrears beginning on November 1, 2020 at a rate of 0.25% per year. | ||||||
Debt instrument, maturity date | May 1, 2025 | ||||||
Proceeds from issuance of convertible notes, net of issuance costs | $ 888,600,000 | ||||||
Interest payment beginning date | Nov. 1, 2020 | ||||||
Debt instrument convertible, amortization period | 3 years 1 month 6 days | ||||||
If-converted value exceeding principal amount | $ 187,500,000 | ||||||
Cap price, net cost | $ 100,000,000 | ||||||
2025 Notes | Exchange Agreements | |||||||
Debt Instrument [Line Items] | |||||||
Debt conversion, principal amount | 715,900,000 | ||||||
2025 Notes | Class A Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued upon conversion of each $1000 principal amount | shares | 46.1233 | ||||||
Debt instrument, convertible principal amount used in conversion rate | $ 1,000 | ||||||
Conversion price per share | $ / shares | $ 21.68 | ||||||
Cap price, per share | $ / shares | $ 32.12 | ||||||
2026 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 1,265,000,000 | $ 838,491,000 | 838,493,000 | ||||
Interest payment beginning date | Feb. 1, 2020 | ||||||
Debt instrument, interest rate | 0.75% | ||||||
Debt instrument, interest rate terms | Interest is payable in cash semi-annually in arrears beginning on February 1, 2020 at a rate of 0.75% per year. | ||||||
Debt instrument, maturity date | Aug. 1, 2026 | ||||||
Proceeds from issuance of convertible notes, net of issuance costs | $ 1,150,000,000 | ||||||
Debt instrument convertible, amortization period | 4 years 3 months 18 days | ||||||
If-converted value exceeding principal amount | $ 484,700,000,000 | ||||||
Cap price, net cost | $ 102,100,000 | ||||||
2026 Notes | Exchange Agreements | |||||||
Debt Instrument [Line Items] | |||||||
Debt conversion, principal amount | $ 426,500,000 | ||||||
2026 Notes | Class A Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued upon conversion of each $1000 principal amount | shares | 43.8481 | ||||||
Debt instrument, convertible principal amount used in conversion rate | $ 1,000 | ||||||
Conversion price per share | $ / shares | $ 22.81 | ||||||
Cap price, per share | $ / shares | $ 32.58 | ||||||
2025, 2026 and 2027, 2028 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of debt issuance costs | $ 1,400,000 | 1,000,000 | |||||
Contractual interest expense | $ 2,000,000 | $ 3,000,000 | |||||
Initial Placement | 2028 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 1,300,000,000 | ||||||
Over-Allotment Option | 2028 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 200,000,000 |
Convertible Notes - Summary of
Convertible Notes - Summary of Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | Apr. 30, 2020 | Aug. 31, 2019 |
2025 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal | $ 284,105 | $ 284,105 | $ 1,000,000 | |||
Unamortized debt issuance costs | (2,006) | (2,168) | ||||
Net carrying amount | 282,099 | 281,937 | ||||
2026 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 838,491 | 838,493 | $ 1,265,000 | |||
Unamortized debt issuance costs | (5,662) | (5,982) | ||||
Net carrying amount | 832,829 | 832,511 | ||||
2027 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 1,150,000 | 1,150,000 | $ 1,150,000 | |||
Unamortized debt issuance costs | (10,831) | (11,361) | ||||
Net carrying amount | 1,139,169 | $ 1,138,639 | ||||
2028 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 1,500,000 | $ 1,500,000 | ||||
Unamortized debt issuance costs | (17,254) | |||||
Net carrying amount | $ 1,482,746 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Mar. 31, 2022USD ($) |
Loss Contingencies [Line Items] | |
Commitments due within three years | $ 4,400,000,000 |
Indemnification Agreement | |
Loss Contingencies [Line Items] | |
Liabilities recorded | $ 0 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease expense | $ 23,626 | $ 14,940 |
Sublease income | (673) | (402) |
Total net lease costs | $ 22,953 | $ 14,538 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate Related to Operating Leases (Details) | Mar. 31, 2022 | Mar. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 7 years | 7 years 3 months 18 days |
Weighted-average discount rate | 4.90% | 5.50% |
Leases - Present Value of Opera
Leases - Present Value of Operating Lease Liabilities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 49,962 |
2023 | 96,315 |
2024 | 105,045 |
2025 | 98,684 |
2026 | 50,079 |
Thereafter | 173,745 |
Total lease payments | 573,830 |
Less: Imputed interest | (95,312) |
Present value of lease liabilities | $ 478,518 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lessee Lease Description [Line Items] | ||
Lease obligations for additional leases not yet commenced | $ 60.1 | |
Operating leases not yet commenced, start year | 2022 | |
Operating leases not yet commenced, end year | 2024 | |
Operating cash outflows for operating leases | $ 23.5 | $ 17 |
Lease liabilities arising from obtaining operating lease right-of-use assets | $ 122.2 | $ 9.4 |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Operating leases, terms | 2 years | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Operating leases, terms | 11 years |
Strategic Investments - Additio
Strategic Investments - Additional Information (Details) - Privately Held Securities - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Investment Holdings [Line Items] | |||
Carrying value of investment in privately-held companies | $ 275.9 | $ 262.7 | |
Unrealized gains on investments | $ 13.3 | $ 23.3 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Total Estimated Fair Value | $ 2,600,000 | |
Equity Securities, Fair Value | 101,100 | $ 193,200 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash, Equity Securities and Marketable securities, Cost or Amortized Cost | 4,979,427 | 3,572,489 |
Equity Securities and Marketable securities, Gross Unrealized Gains | 29,954 | 122,066 |
Equity Securities and Marketable securities, Gross Unrealized Losses | (8,390) | (1,670) |
Cash, Equity Securities and Marketable Securities, Total Estimated Fair Value | 5,000,991 | 3,692,885 |
Fair Value, Measurements, Recurring | Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash, Cost or Amortized Cost | 2,211,850 | 1,966,966 |
Cash, Total Estimated Fair Value | 2,211,850 | 1,966,966 |
Fair Value, Measurements, Recurring | Level 1 Securities | U.S. Government Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 1,751,529 | 811,092 |
Marketable securities, Gross Unrealized Gains | 17 | 1 |
Marketable securities, Gross Unrealized Losses | (7,324) | (1,454) |
Marketable securities, Total Estimated Fair Value | 1,744,222 | 809,639 |
Fair Value, Measurements, Recurring | Level 1 Securities | U.S. Government Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 67,497 | 77,409 |
Marketable securities, Gross Unrealized Gains | 1 | |
Marketable securities, Gross Unrealized Losses | (65) | (8) |
Marketable securities, Total Estimated Fair Value | 67,432 | 77,402 |
Fair Value, Measurements, Recurring | Level 1 Securities | Publicly Traded Equity Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity Securities, Fair Value | 71,139 | 71,139 |
Equity Securities, Gross Unrealized Gains | 29,924 | 122,064 |
Equity Securities, Total Estimated Fair Value | 101,063 | 193,203 |
Fair Value, Measurements, Recurring | Level 2 Securities | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 317,508 | 143,124 |
Marketable securities, Gross Unrealized Gains | 13 | |
Marketable securities, Gross Unrealized Losses | (1,000) | (207) |
Marketable securities, Total Estimated Fair Value | 316,521 | 142,917 |
Fair Value, Measurements, Recurring | Level 2 Securities | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 473,660 | 422,328 |
Marketable securities, Gross Unrealized Losses | (1) | (1) |
Marketable securities, Total Estimated Fair Value | 473,659 | 422,327 |
Fair Value, Measurements, Recurring | Level 2 Securities | Certificates of Deposit | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 86,244 | 80,431 |
Marketable securities, Total Estimated Fair Value | $ 86,244 | $ 80,431 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity Securities, Fair Value | $ 101.1 | $ 193.2 |
Marketable securities contractual maturities | 175.3 | |
Marketable securities | 2,600 | |
Level 2 Securities | 2028 Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Convertible notes | 1,500 | |
Level 2 Securities | 2027 Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Convertible notes | 986.1 | 1,100 |
Level 2 Securities | 2025 Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Convertible notes | 508.6 | 650.1 |
Level 2 Securities | 2026 Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Convertible notes | $ 1,500 | $ 1,900 |
Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities contractual maturities period | 1 year | |
Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities contractual maturities period | 5 years | |
Publicly Traded Equity Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gains on investments | $ 92.1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 8,510 | $ 1,440 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedules of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance, beginning of period | $ 3,790,168 | |
OCI before reclassifications | (9,534) | |
Total other comprehensive income (loss), net of tax | (9,534) | $ (9,453) |
Balance, end of period | 3,563,036 | 1,706,178 |
Marketable Securities | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance, beginning of period | (1,822) | |
OCI before reclassifications | (6,692) | |
Total other comprehensive income (loss), net of tax | (6,692) | |
Balance, end of period | (8,514) | |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance, beginning of period | 7,343 | |
OCI before reclassifications | (2,842) | |
Total other comprehensive income (loss), net of tax | (2,842) | |
Balance, end of period | 4,501 | |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance, beginning of period | 5,521 | 21,363 |
Total other comprehensive income (loss), net of tax | (9,534) | (9,453) |
Balance, end of period | $ (4,013) | $ 11,910 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net by Geographic Area (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property and equipment, net: | ||
Total property and equipment, net | $ 214,441 | $ 202,644 |
United States | ||
Property and equipment, net: | ||
Total property and equipment, net | 185,378 | 174,826 |
Rest of World | ||
Property and equipment, net: | ||
Total property and equipment, net | $ 29,063 | $ 27,818 |
Property and Equipment, Net -_2
Property and Equipment, Net - Property and Equipment, Net by Geographic Area (Parenthetical) (Details) - Country | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Geographic Concentrations | Property and Equipment Net | Rest of World | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Number of individual country exceeded 10% of total property and equipment | 0 | 0 |