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|
|||
Note 1. Description of Business and Summary of Significant Accounting Policies
Twitter, Inc. (“Twitter” or the “Company”) was incorporated in Delaware in April 2007, and is headquartered in San Francisco, California. Twitter is a public platform where any user can create a Tweet and any user can follow other users. Each Tweet is limited to 140 characters of text, but can also contain rich media, including photos, videos and applications.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period.
The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis.
Recent Accounting Pronouncements
In July 2013, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard update on the financial statement presentation of unrecognized tax benefits. The new guidance provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, if such settlement is required or expected in the event the uncertain tax position is disallowed. The Company adopted this guidance prospectively for unrecognized tax benefits as of January 1, 2014. The adoption of this guidance resulted in a $15.8 million decrease in net deferred tax assets and the related liability for unrecognized tax benefits.
In May 2014, the FASB issued a new accounting standard update on revenue recognition from contracts with customers. The new guidance will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. According to the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company beginning January 1, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted. The Company has not yet selected a transition method and is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures.
In June 2014, the FASB issued new accounting standard update on stock-based compensation when the terms of an award provide that a performance target could be achieved after the requisite service period. The new guidance requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. Early adoption is permitted. Adoption of this new accounting standard update is expected to have no impact to the Company’s financial statements.
|
|||
Note 2. Cash, Cash Equivalents and Short-term Investments
Cash, cash equivalents and short-term investments consist of the following (in thousands):
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2014 |
|
|
2013 |
|
||
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
252,977 |
|
|
$ |
164,135 |
|
|
Money market funds |
|
|
258,315 |
|
|
|
229,529 |
|
|
U.S. government and agency securities including treasury bills |
|
|
207,189 |
|
|
|
251,593 |
|
|
Corporate notes and commercial paper |
|
|
126,495 |
|
|
|
195,753 |
|
|
Total cash and cash equivalents |
|
$ |
844,976 |
|
|
$ |
841,010 |
|
|
Short-term investments: |
|
|
|
|
|
|
|
|
|
U.S. government and agency securities including treasury bills |
|
$ |
677,229 |
|
|
$ |
785,536 |
|
|
Corporate notes, certificates of deposit and commercial paper |
|
|
574,826 |
|
|
|
607,508 |
|
|
Total short-term investments |
|
$ |
1,252,055 |
|
|
$ |
1,393,044 |
|
The following tables summarize unrealized gains and losses related to available-for-sale securities classified as short-term investments on the Company’s consolidated balance sheets (in thousands):
|
|
|
June 30, 2014 |
|
|||||||||||||
|
|
|
Gross |
|
|
Gross |
|
|
Gross |
|
|
Aggregated |
|
||||
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
||||
|
|
|
Costs |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
||||
|
US Government and agency securities including treasury bills |
|
$ |
677,207 |
|
|
$ |
40 |
|
|
$ |
(18 |
) |
|
$ |
677,229 |
|
|
Corporate notes, certificates of deposit and commercial paper |
|
|
575,002 |
|
|
|
7 |
|
|
|
(183 |
) |
|
|
574,826 |
|
|
Total available-for-sale securities classified as short-term investments |
|
$ |
1,252,209 |
|
|
$ |
47 |
|
|
$ |
(201 |
) |
|
$ |
1,252,055 |
|
|
|
|
December 31, 2013 |
|
|||||||||||||
|
|
|
Gross |
|
|
Gross |
|
|
Gross |
|
|
Aggregated |
|
||||
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
||||
|
|
|
Costs |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
||||
|
US Government and agency securities including treasury bills |
|
$ |
785,535 |
|
|
$ |
22 |
|
|
$ |
(21 |
) |
|
$ |
785,536 |
|
|
Corporate notes, certificates of deposit and commercial paper |
|
|
607,590 |
|
|
|
11 |
|
|
|
(93 |
) |
|
|
607,508 |
|
|
Total available-for-sale securities classified as short-term investments |
|
$ |
1,393,125 |
|
|
$ |
33 |
|
|
$ |
(114 |
) |
|
$ |
1,393,044 |
|
The available-for-sale securities classified as cash and cash equivalents on the consolidated balance sheets are not included in the tables above as the gross unrealized gains and losses were immaterial for each period; their carrying value approximates fair value because of the short maturity period of these instruments.
The following tables show all short-term investments in an unrealized loss position for which other-than-temporary impairment has not been recognized and the related gross unrealized losses and fair value, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position (in thousands):
|
|
|
June 30, 2014 |
|
|||||||||||||||||||||
|
|
|
Less than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
|||||||||||||||
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|||
|
|
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
||||||
|
US Government and agency securities including treasury bills |
|
$ |
230,873 |
|
|
$ |
(18 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
230,873 |
|
|
$ |
(18 |
) |
|
Corporate notes, certificates of deposit and commercial paper |
|
|
272,726 |
|
|
|
(183 |
) |
|
|
— |
|
|
|
— |
|
|
|
272,726 |
|
|
|
(183 |
) |
|
Total short-term investments in an unrealized loss position |
|
$ |
503,599 |
|
|
$ |
(201 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
503,599 |
|
|
$ |
(201 |
) |
|
|
|
December 31, 2013 |
|
|||||||||||||||||||||
|
|
|
Less than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
|||||||||||||||
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|||
|
|
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
||||||
|
US Government and agency securities including treasury bills |
|
$ |
230,478 |
|
|
$ |
(21 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
230,478 |
|
|
$ |
(21 |
) |
|
Corporate notes, certificates of deposit and commercial paper |
|
|
171,894 |
|
|
|
(93 |
) |
|
|
— |
|
|
|
— |
|
|
|
171,894 |
|
|
|
(93 |
) |
|
Total short-term investments in an unrealized loss position |
|
$ |
402,372 |
|
|
$ |
(114 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
402,372 |
|
|
$ |
(114 |
) |
Investments are reviewed periodically to identify possible other-than-temporary impairments. No impairment loss has been recorded on the securities included in the tables above as the Company believes that the decrease in fair value of these securities is temporary and expects to recover up to (or beyond) the initial cost of investment for these securities.
|
|||
Note 3. Fair Value Measurements
The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013 based on the three-tier fair value hierarchy (in thousands):
|
|
June 30, 2014 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
$ |
258,315 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
258,315 |
|
|
Treasury bills |
|
174,097 |
|
|
|
— |
|
|
|
— |
|
|
|
174,097 |
|
|
Commercial paper |
|
— |
|
|
|
126,495 |
|
|
|
— |
|
|
|
126,495 |
|
|
U.S. government securities |
|
— |
|
|
|
33,092 |
|
|
|
— |
|
|
|
33,092 |
|
|
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury bills |
|
190,192 |
|
|
|
— |
|
|
|
— |
|
|
|
190,192 |
|
|
Commercial paper |
|
— |
|
|
|
181,928 |
|
|
|
— |
|
|
|
181,928 |
|
|
Corporate notes |
|
— |
|
|
|
316,114 |
|
|
|
— |
|
|
|
316,114 |
|
|
U.S. government securities |
|
— |
|
|
|
487,037 |
|
|
|
— |
|
|
|
487,037 |
|
|
Certificates of deposit |
|
— |
|
|
|
76,784 |
|
|
|
— |
|
|
|
76,784 |
|
|
Total |
$ |
622,604 |
|
|
$ |
1,221,450 |
|
|
$ |
— |
|
|
$ |
1,844,054 |
|
|
|
December 31, 2013 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
$ |
229,529 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
229,529 |
|
|
Treasury bills |
|
244,048 |
|
|
|
— |
|
|
|
— |
|
|
|
244,048 |
|
|
Commercial paper |
|
— |
|
|
|
194,742 |
|
|
|
— |
|
|
|
194,742 |
|
|
U.S. government securities |
|
— |
|
|
|
7,545 |
|
|
|
— |
|
|
|
7,545 |
|
|
Corporate notes |
|
— |
|
|
|
1,011 |
|
|
|
— |
|
|
|
1,011 |
|
|
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury bills |
|
265,878 |
|
|
|
— |
|
|
|
— |
|
|
|
265,878 |
|
|
Agency securities |
|
— |
|
|
|
18,286 |
|
|
|
— |
|
|
|
18,286 |
|
|
Commercial paper |
|
— |
|
|
|
272,617 |
|
|
|
— |
|
|
|
272,617 |
|
|
Corporate notes |
|
— |
|
|
|
255,546 |
|
|
|
— |
|
|
|
255,546 |
|
|
U.S. government securities |
|
— |
|
|
|
501,372 |
|
|
|
— |
|
|
|
501,372 |
|
|
Certificates of deposit |
|
— |
|
|
|
79,345 |
|
|
|
— |
|
|
|
79,345 |
|
|
Total |
$ |
739,455 |
|
|
$ |
1,330,464 |
|
|
$ |
— |
|
|
$ |
2,069,919 |
|
|
|||
Note 4. Property and Equipment, Net
The following table presents the detail of property and equipment, net for the periods presented (in thousands):
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2014 |
|
|
2013 |
|
||
|
Property and equipment, net |
|
|
|
|
|
|
|
|
|
Equipment |
|
$ |
487,649 |
|
|
$ |
367,949 |
|
|
Furniture and leasehold improvements |
|
|
103,744 |
|
|
|
54,965 |
|
|
Capitalized software |
|
|
69,483 |
|
|
|
47,290 |
|
|
Construction in progress |
|
|
44,065 |
|
|
|
29,523 |
|
|
Total |
|
|
704,941 |
|
|
|
499,727 |
|
|
Less: Accumulated depreciation and amortization |
|
|
(237,307 |
) |
|
|
(167,065 |
) |
|
Property and equipment, net |
|
$ |
467,634 |
|
|
$ |
332,662 |
|
|
|||
Note 5. Goodwill and Other Intangible Assets
The following table presents the goodwill activities for the periods presented (in thousands):
|
Goodwill |
|
|
|
|
|
Balance as of December 31, 2013 |
|
$ |
363,477 |
|
|
Gnip acquisition |
|
|
104,747 |
|
|
Other acquisitions |
|
|
46,174 |
|
|
Foreign currency translation adjustment |
|
|
203 |
|
|
Balance as of June 30, 2014 |
|
$ |
514,601 |
|
|
|
|
|
|
|
For each of the period presented, gross goodwill balance equaled the net balance since no impairment charges have been recorded.
The following table presents the detail of other intangible assets for the periods presented (in thousands):
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|||
|
|
|
Value |
|
|
Amortization |
|
|
Value |
|
|||
|
June 30, 2014: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents and developed technologies |
|
$ |
133,405 |
|
|
$ |
(55,341 |
) |
|
$ |
78,064 |
|
|
Publisher and advertiser relationships |
|
|
30,400 |
|
|
|
(5,074 |
) |
|
|
25,326 |
|
|
Assembled workforce |
|
|
1,960 |
|
|
|
(580 |
) |
|
|
1,380 |
|
|
Other intangible assets |
|
|
1,100 |
|
|
|
(373 |
) |
|
|
727 |
|
|
Total |
|
$ |
166,865 |
|
|
$ |
(61,368 |
) |
|
$ |
105,497 |
|
|
December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents and developed technologies |
|
$ |
100,553 |
|
|
$ |
(45,440 |
) |
|
$ |
55,113 |
|
|
Publisher and advertiser relationships |
|
|
21,100 |
|
|
|
(1,248 |
) |
|
|
19,852 |
|
|
Assembled workforce |
|
|
1,960 |
|
|
|
(300 |
) |
|
|
1,660 |
|
|
Other intangible assets |
|
|
1,100 |
|
|
|
(98 |
) |
|
|
1,002 |
|
|
Total |
|
$ |
124,713 |
|
|
$ |
(47,086 |
) |
|
$ |
77,627 |
|
Amortization expense associated with other intangible assets for the three months ended June 30, 2014 and 2013 was $8.1 million and $3.3 million, respectively, and for the six months ended June 30, 2014 and 2013 was $14.3 million and $7.2 million, respectively.
Estimated future amortization expense as of June 30, 2014 is as follows (in thousands):
|
Remainder of 2014 |
|
$ |
16,643 |
|
|
2015 |
|
|
27,507 |
|
|
2016 |
|
|
19,971 |
|
|
2017 |
|
|
9,764 |
|
|
2018 |
|
|
9,764 |
|
|
Thereafter |
|
|
21,848 |
|
|
Total |
|
$ |
105,497 |
|
|
|||
Note 6. Other Balance Sheet Components
Prepaid and other current assets
The following table presents the detail of prepaid and other current assets for the periods presented (in thousands):
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2014 |
|
|
2013 |
|
||
|
Deferred income taxes, net |
|
$ |
33,460 |
|
|
$ |
62,122 |
|
|
Prepaid and other |
|
|
46,313 |
|
|
|
31,175 |
|
|
Total |
|
$ |
79,773 |
|
|
$ |
93,297 |
|
Accrued and other current liabilities
The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands):
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2014 |
|
|
2013 |
|
||
|
Accrued compensation |
|
$ |
88,779 |
|
|
$ |
29,882 |
|
|
Accrued fixed assets and maintenance |
|
|
58,396 |
|
|
|
5,697 |
|
|
Deferred revenue |
|
|
21,443 |
|
|
|
14,479 |
|
|
Accrued publisher payments |
|
|
17,329 |
|
|
|
15,370 |
|
|
Accrued professional services |
|
|
10,137 |
|
|
|
7,089 |
|
|
Accrued tax liabilities |
|
|
11,845 |
|
|
|
9,515 |
|
|
Accrued other |
|
|
39,618 |
|
|
|
28,278 |
|
|
Total |
|
$ |
247,547 |
|
|
$ |
110,310 |
|
|
|||
Note 7. Acquisitions
In May 2014, the Company completed its acquisition of privately held Gnip, Inc. (“Gnip”), a leading provider of social data and analytics headquartered in Boulder, Colorado. The acquisition is expected to allow the Company to further enhance its data analytics capabilities. Under the terms of the acquisition, the Company agreed to pay $107.3 million in cash and issue a total of 0.6 million shares of common stock including shares of restricted stock subject to continued employment in consideration of all of the issued and outstanding shares of capital stock of Gnip. In addition, the Company agreed to issue up to 0.4 million shares of the Company’s stock as a result of assumed Gnip equity awards held by individuals, who will continue to provide services to the Company. The fair value of total consideration of $134.1 million, including the earned portion of assumed stock options and other equity awards, was preliminarily allocated to the acquired tangible and intangible assets and assumed liabilities based on their estimated fair values at closing as follows: $23.2 million to developed technology, $9.3 million to customer relationships, $9.1 million to tangible assets acquired, $5.8 million to liabilities assumed, $6.4 million to deferred tax liability recorded, and the excess $104.7 million of the purchase price over the fair value of net assets acquired was recorded as goodwill. This goodwill is primarily attributable to the potential expansion and future development of the Company’s data products, expected synergies arising from the acquisition and the value of acquired talent. Goodwill is not expected to be deductible for U.S. income tax purposes. Both developed technology and customer relationships will be amortized on a straight-line basis over their estimated useful life of 60 months. The discounted cash flow method, which calculates the fair value of an asset based on the value of cash flows that the asset is expected to generate in the future, was used to estimate the fair value of these intangible assets acquired.
During the six months ended June 30, 2014, the Company acquired four other companies, which were accounted for as business combinations. The total purchase price of $55.5 million (paid in shares of the Company’s common stock having a total fair value of $25.1 million and cash of $30.4 million) for these acquisitions was preliminarily allocated as follows: $9.2 million to developed technologies, $1.4 million to net tangible assets acquired based on their estimated fair value on the acquisition date, $1.3 million to deferred tax liability, and the excess $46.2 million of the purchase price over the fair value of net assets acquired to goodwill. Goodwill resulting from these acquisitions is not expected to be deductible for U.S. income tax purposes. Developed technologies was valued using the cost approach and will be amortized on a straight-line basis over their estimated useful lives of 12 to 18 months.
In connection with all of the acquisitions completed during the six months ended June 30, 2014, the Company also agreed to pay cash and shares of the Company’s common stock with a total fair value up to $57.8 million, which is to be paid to certain employees of the acquired entities contingent upon their continued employment with the Company. The Company recognizes compensation expense related to the cash and equity consideration over the requisite services periods of up to 48 months from the respective acquisition dates on a straight-line basis. In addition, the Company will recognize approximately $7.9 million of stock-based compensation expense in relation to these assumed stock options over the remaining requisite service periods of up to 48 months from the respective acquisition dates on a straight-line basis, excluding the fair value of the assumed stock options that was allocated and recorded as part of the purchase price for the portion of the service period completed pre-acquisition.
The results of operations for each of these acquisitions have been included in the Company’s consolidated statements of operations since the date of acquisition. Pro forma revenue and results of operations for these acquisitions have not been presented because they do not have a material impact to the consolidated revenue and results of operations, either individually or in aggregate.
|
|||
Note 9. Common Stock and Stockholders’ Equity
Common Stock
Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding. As of June 30, 2014, no dividends have been declared.
Restricted Common Stock
The Company has granted restricted common stock to certain key continuing employees in connection with the acquisitions. Vesting of this stock is dependent on the respective employee’s continued employment at the Company during the requisite service period, which is generally two to four years from the issuance date, and the Company has the option to repurchase the unvested shares upon termination of employment. The fair value of the restricted common stock issued to employees is recorded as compensation expense on a straight-line basis over the requisite service period.
The activities for the restricted common stock issued to employees for the six months ended June 30, 2014 are summarized as follows (in thousands, except per share data):
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
|
|
Number of |
|
|
Grant-Date Fair |
|
||
|
|
|
Shares |
|
|
Value Per Share |
|
||
|
Unvested restricted common stock at December 31, 2013 |
|
|
6,866 |
|
|
$ |
17.60 |
|
|
Granted |
|
|
1,089 |
|
|
$ |
35.23 |
|
|
Vested |
|
|
(1,833 |
) |
|
$ |
16.77 |
|
|
Canceled |
|
|
(98 |
) |
|
$ |
13.46 |
|
|
Unvested restricted common stock at June 30, 2014 |
|
|
6,024 |
|
|
$ |
21.10 |
|
During the three months ended June 30, 2014 and 2013, the Company recorded $12.9 million and $7.3 million, respectively, and recorded $24.0 million and $12.5 million during the six months ended June 30, 2014 and 2013, respectively, of compensation expense related to restricted common stock issued to employees. As of June 30, 2014, there was $94.4 million of unamortized stock-based compensation expense related to restricted common stock issued which is expected to be recognized over a weighted-average period of 2.45 years.
Equity Incentive Plans
As of June 30, 2014, the total number of RSUs outstanding under the 2013 Equity Incentive Plan was 18.2 million shares, and 82.4 million shares were available for future issuance. There were 88.7 million shares underlying options and RSUs outstanding under the 2007 Equity Incentive Plan as of June 30, 2014. No additional shares will be issued under the 2007 Equity Incentive Plan.
Under the 2007 Equity Incentive Plan, RSUs granted to (i) international employees; and (ii) domestic employees prior to February 2013 (“Pre-2013 RSUs”) vest upon the satisfaction of both a service condition and a performance condition. The service condition for these awards is generally satisfied over four years. The performance condition was satisfied in February 2014 pursuant to the terms of the Company’s equity plan. An aggregate of 19.6 million shares of common stock were issued as a result of vesting and settlement of the Pre-2013 RSUs during the six months ended June 30, 2014. During the same period, the Company's employees who are not executive officers were allowed to sell a portion of vested and settled Pre-2013 RSUs in the public market to satisfy the income tax obligations related to the vesting and settlement of such awards. The proceeds from selling the shares required to satisfy the employees' minimum statutory tax obligation were withheld and remitted to the appropriate tax authorities. In addition, the Company undertook a net settlement of vested Pre-2013 RSUs held by the executive officers upon satisfaction of the performance condition in 2014 and withheld shares and remitted income tax on behalf of the applicable executive officers of $16.2 million in cash at the applicable minimum statutory rates. These shares withheld by the Company as a result of the net settlement of Pre-2013 RSUs are no longer considered issued and outstanding. RSUs granted to domestic employees starting in February 2013 (“Post-2013 RSUs”) are not subject to a performance condition in order to vest. The majority of Post-2013 RSUs vest over a service period of four years. Under the terms of the 2007 Equity Incentive Plan and the 2013 Equity Incentive Plan, the shares underlying Post-2013 RSUs that satisfy the service condition are to be delivered to holders no later than the fifteenth day of the third month following the end of the calendar year the service condition is satisfied, or if later, the end of the Company’s tax year. An aggregate of 5.1 million shares of common stock were issued as a result of vesting and settlement of the Post-2013 RSUs during the six months ended June 30, 2014.
Employee Stock Purchase Plan
On May 15, 2014, the first purchase under the ESPP was made and employees purchased an aggregate of 957,392 shares at a price of $22.10 per share. As of June 30, 2014, 16.7 million shares were available for future issuance under the ESPP. During the three and six months ended June 30, 2014, the Company recorded $10.5 million and $16.7 million, respectively, of stock-based compensation expense related to the ESPP.
Stock Option Activity
A summary of stock option activity for the six months ended June 30, 2014 is as follows (in thousands, except years and per share data):
|
|
|
Options Outstanding |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Average |
|
|
|
|
|
||
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
|
|
|
||
|
|
|
Number of |
|
|
Exercise |
|
|
Contractual Life |
|
|
Aggregate |
|
||||
|
|
|
Shares |
|
|
Price Per Share |
|
|
(in years) |
|
|
Intrinsic Value |
|
||||
|
Outstanding at December 31, 2013 |
|
|
42,246 |
|
|
$ |
1.89 |
|
|
|
6.47 |
|
|
$ |
2,609,295 |
|
|
Options assumed in connection with acquisitions |
|
|
442 |
|
|
$ |
1.32 |
|
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
(14,976 |
) |
|
$ |
1.06 |
|
|
|
|
|
|
|
|
|
|
Options canceled |
|
|
(242 |
) |
|
$ |
5.59 |
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2014 |
|
|
27,470 |
|
|
$ |
2.29 |
|
|
|
6.20 |
|
|
$ |
1,062,472 |
|
|
Vested and expected to vest at June 30, 2014 (1) |
|
|
26,923 |
|
|
$ |
2.22 |
|
|
|
6.18 |
|
|
$ |
1,043,170 |
|
|
Exercisable at June 30, 2014 |
|
|
21,670 |
|
|
$ |
1.40 |
|
|
|
5.89 |
|
|
$ |
857,564 |
|
|
(1) |
The expected to vest options are the result of applying pre-vesting forfeiture rate assumptions to unvested options outstanding. |
The aggregate intrinsic value in the table above represents the difference between the estimated fair value of common stock and the exercise price of outstanding, in-the-money stock options.
The total intrinsic value of stock options exercised during the three months ended June 30, 2014 and 2013 were $403.2 million and $14.0 million, respectively and $537.1 million and $71.3 million in the six months ended June 30, 2014 and 2013, respectively. The total fair value of stock options vested during the three months ended June 30, 2014 and 2013 were $2.4 million and $0.4 million, respectively, and $5.9 million and $4.3 million in the six months ended June 30, 2014 and 2013, respectively.
RSU Activity
The following table summarizes the activity related to the Company’s Pre- and Post-2013 RSUs for the six months ended June 30, 2014. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of each respective date (in thousands, except per share data):
|
|
|
RSUs Outstanding |
|
|||||
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
Average Grant- |
|
|
|
|
|
|
|
|
|
Date Fair Value |
|
|
|
|
|
Shares |
|
|
Per Share |
|
||
|
Unvested and outstanding at December 31, 2013 |
|
|
79,876 |
|
|
$ |
19.54 |
|
|
Granted |
|
|
14,208 |
|
|
$ |
48.39 |
|
|
Vested |
|
|
(9,141 |
) |
|
$ |
18.26 |
|
|
Canceled |
|
|
(3,522 |
) |
|
$ |
20.74 |
|
|
Unvested and outstanding at June 30, 2014 |
|
|
81,421 |
|
|
$ |
24.67 |
|
|
Vested and outstanding at June 30, 2014 |
|
|
— |
|
|
$ |
— |
|
Stock-Based Compensation Expense
Total stock-based compensation expense recorded for employee and non-employee stock options, RSUs, shares issued under the ESPP, restricted common stock and Class A junior preferred stock in the three and six months ended June 30, 2014 and 2013 is summarized as follows (in thousands):
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
||||||||||
|
|
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
|
||||
|
Employee |
|
$ |
154,480 |
|
|
$ |
22,288 |
|
|
$ |
280,449 |
|
|
$ |
34,415 |
|
|
|
Non-employee |
|
|
3,931 |
|
|
|
358 |
|
|
|
4,331 |
|
|
|
1,153 |
|
|
|
Total |
|
$ |
158,411 |
|
|
$ |
22,646 |
|
|
$ |
284,780 |
|
|
$ |
35,568 |
|
|
Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function is as follows (in thousands):
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
||||
|
Cost of revenue |
|
$ |
13,869 |
|
|
$ |
1,471 |
|
|
$ |
23,700 |
|
|
$ |
1,955 |
|
|
Research and development |
|
|
92,493 |
|
|
|
15,772 |
|
|
|
170,811 |
|
|
|
24,197 |
|
|
Sales and marketing |
|
|
37,547 |
|
|
|
2,549 |
|
|
|
65,348 |
|
|
|
4,614 |
|
|
General and administrative |
|
|
14,502 |
|
|
|
2,854 |
|
|
|
24,921 |
|
|
|
4,802 |
|
|
Total |
|
$ |
158,411 |
|
|
$ |
22,646 |
|
|
$ |
284,780 |
|
|
$ |
35,568 |
|
.
The Company capitalized $8.8 million and $1.9 million of stock-based compensation expense associated with the cost for developing software for internal use in the three months ended June 30, 2014 and 2013, respectively, and $15.5 million and $3.3 million in the six months ended June 30, 2014 and 2013, respectively.
The weighted-average grant-date fair value of stock options granted to employees, including stock assumed in connection with acquisitions, in the three months ended June 30, 2014, and the six months ended June 30, 2014 and 2013 was $38.12, $38.12 and $11.13 per share, respectively. The Company did not grant additional options to employees during the three months ended June 30, 2013. The fair value of stock options granted to employees was determined using the Black-Scholes option pricing model with the following weighted-average assumptions:
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|||||||||
|
|
|
2014 |
|
|
2013 |
|
2014 |
|
|
2013 |
|
|||
|
Expected dividend yield |
|
|
— |
|
|
N/A |
|
|
— |
|
|
|
— |
|
|
Risk-free interest rate |
|
|
0.69 |
% |
|
N/A |
|
|
0.69 |
% |
|
|
1.07 |
% |
|
Expected volatility |
|
|
40.22 |
% |
|
N/A |
|
|
40.22 |
% |
|
|
53.77 |
% |
|
Expected term (in years) |
|
|
2.51 |
|
|
N/A |
|
|
2.51 |
|
|
|
5.63 |
|
As of June 30, 2014, there was $30.3 million of unamortized stock-based compensation expense related to unvested stock options granted to employees and non-employee service providers which is expected to be recognized over a weighted-average period of 1.98 years. As of June 30, 2014, the unamortized stock-based compensation expense related to Pre- and Post-2013 RSUs of $95.1 million and $1.23 billion, respectively, is expected to be recognized over a weighted-average period of 2.21 years and 3.09 years, respectively. $15.2 million of unamortized stock-based compensation expense related to the ESPP is expected to be recognized over a period of 0.43 years.
|
|||
Note 10. Income Taxes
The Company is subject to taxation in the United States and various state and foreign jurisdictions. Earnings from non-US activities are subject to local country income tax. The material jurisdictions in which the Company is subject to potential examination by taxing authorities include the United States, California and Ireland. The Company is currently under an income tax examination in California for tax years 2010 and 2011. The Company believes that adequate amounts have been reserved in these jurisdictions. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are to be reinvested indefinitely outside the U.S. The Company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter.
The Company recorded an income tax benefit of $5.6 million and an income tax provision of $0.8 million for the three months ended June 30, 2014 and 2013, respectively, and an income tax benefit of $4.4 million and an income tax provision of $1.1 million for the six months ended June 30, 2014 and 2013, respectively. The income tax benefit increased in the three and six months ended June 30, 2014 compared to the same periods last year, primarily due to the deferred income tax benefits related to acquisitions concluded during the current quarter, partially offset by increased foreign and state income tax expense. As of June 30, 2014, based on the available objective evidence, management believes it is more likely than not that the tax benefits of the U.S. losses incurred during the six months ended June 30, 2014 will not be realized by the end of the 2014 fiscal year. Accordingly, the Company did not record the tax benefits of the U.S. losses incurred during the six months ended June 30, 2014. The primary difference between the effective tax rate and the federal statutory tax rate relates to the valuation allowances on the Company’s net operating losses and foreign tax rate differences.
During the three and six months ended June 30, 2014, the amount of gross unrecognized tax benefits increased by $18.1 million and $36.4 million, respectively. As of June 30, 2014, the Company has $79.5 million of unrecognized tax benefits which are subject to full valuation allowance and, if recognized, will not affect the annual effective tax rate.
As a result of employee RSUs that vested in the three and six months ended June 30, 2014, the Company’s federal net operating losses increased by approximately $238.1 million and $1,154.5 million, respectively, and the state net operating losses increased by approximately $62.7 million and $304.0 million, respectively. The portion of the increased net operating loss carryforwards related to excess tax benefits from the RSUs for the three and six months ended June 30, 2014 was approximately $109.8 million and $787.2 million, respectively for federal tax purposes and $28.9 million and $207.3 million, respectively for state tax purposes, the benefit of which will be credited to additional paid-in capital when realized.
|
|||
Note 11. Commitments and Contingencies
Credit Facility
The Company entered into a revolving credit agreement with certain lenders in 2013, which provided for a $1.0 billion revolving unsecured credit facility maturing on October 22, 2018. Loans under the credit facility bear interest, at the Company’s option, at (i) a base rate based on the highest of the prime rate, the federal funds rate plus 0.50% and an adjusted LIBOR rate for a one-month interest period plus 1.00%, in each case plus a margin ranging from 0.00% to 0.75% or (ii) an adjusted LIBOR rate plus a margin ranging from 1.00% to 1.75%. This margin is determined based on the total leverage ratio for the preceding four fiscal quarter period. The Company is obligated to pay other customary fees for a credit facility of this size and type, including an upfront fee and an unused commitment fee. Obligations under the credit facility are guaranteed by one of the Company’s wholly-owned subsidiaries. As of June 30, 2014, no amounts were drawn under the credit facility.
Operating and Capital Leases
The Company has entered into various non-cancelable operating lease agreements for certain offices and data center facilities with contractual lease periods expiring between 2014 and 2031.
A summary of gross and net lease commitments as of June 30, 2014 is as follows (in thousands):
|
|
|
Operating |
|
|
Capital |
|
||
|
|
|
Leases |
|
|
Leases |
|
||
|
Remainder of 2014 |
|
$ |
39,619 |
|
|
$ |
56,248 |
|
|
2015 |
|
|
107,321 |
|
|
|
88,645 |
|
|
2016 |
|
|
121,059 |
|
|
|
50,768 |
|
|
2017 |
|
|
123,147 |
|
|
|
17,215 |
|
|
2018 |
|
|
117,191 |
|
|
|
645 |
|
|
Thereafter |
|
|
320,749 |
|
|
|
— |
|
|
|
|
$ |
829,086 |
|
|
|
213,521 |
|
|
Less: Amounts representing interest |
|
|
|
|
|
|
11,848 |
|
|
Total capital lease obligation |
|
|
|
|
|
|
201,673 |
|
|
Less: Short-term portion |
|
|
|
|
|
|
99,744 |
|
|
Long-term portion |
|
|
|
|
|
$ |
101,929 |
|
Legal Proceedings
The Company is currently involved in, and will likely in the future be involved in, legal proceedings, claims and governmental investigations in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Litigation accruals are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. As of June 30, 2014 and December 31, 2013, there was no litigation or contingency with at least a reasonable possibility of a material loss. No losses have been recorded during three and six months ended June 30, 2014 and 2013 with respect to litigation or loss contingencies.
Indemnification
In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company has never incurred significant expense defending its licensees against third party claims, nor has it ever incurred significant expense under its standard service warranties or arrangements with its customers, partners, suppliers and vendors. Accordingly, the Company had no liabilities recorded for these provisions as of June 30, 2014 and December 31, 2013.
|
|||
Note 12. Operations by Geographic Area
Revenue
Revenue by geography is based on the billing addresses of the customers. The following table sets forth revenue by geographic area (in thousands):
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
||||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
210,465 |
|
|
$ |
101,383 |
|
|
$ |
390,504 |
|
|
$ |
190,799 |
|
|
International |
|
|
101,701 |
|
|
|
37,909 |
|
|
|
172,154 |
|
|
|
62,836 |
|
|
Total revenue |
|
$ |
312,166 |
|
|
$ |
139,292 |
|
|
$ |
562,658 |
|
|
$ |
253,635 |
|
The United Kingdom accounted for $33.4 million, or 11%, $14.5 million, or 10%, and $57.3 million, or 10% of the total revenue for the three months ended June 30, 2014 and 2013, and for the six months ended June 30, 2014, respectively. No individual country from outside of the U.S. contributed in excess of 10% of the total revenue for the six months ended June 30, 2013.
Long-Lived Assets
The following table sets forth long-lived assets by geographic area (in thousands):
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2014 |
|
|
2013 |
|
||
|
Long-lived assets: |
|
|
|
|
|
|
|
|
|
United States |
|
$ |
449,320 |
|
|
$ |
327,250 |
|
|
International |
|
|
18,314 |
|
|
|
5,412 |
|
|
Total long-lived assets |
|
$ |
467,634 |
|
|
$ |
332,662 |
|
|
|||
Note 13. Subsequent Events
In July 2014, the Company completed acquisitions of four privately held companies. Under the terms of these acquisitions, the Company agreed to issue a total of 3.5 million shares of the Company's common stock and pay approximately $31.5 million in cash as consideration. In addition, outstanding stock options held by the acquired companies' employees, who will continue to provide services to the Company, were converted into the right to receive options to purchase an aggregate of 0.3 million shares of the Company's common stock. The Company is currently evaluating the purchase price allocation for these transactions.
|
|||
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period.
The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis.
Recent Accounting Pronouncements
In July 2013, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard update on the financial statement presentation of unrecognized tax benefits. The new guidance provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, if such settlement is required or expected in the event the uncertain tax position is disallowed. The Company adopted this guidance prospectively for unrecognized tax benefits as of January 1, 2014. The adoption of this guidance resulted in a $15.8 million decrease in net deferred tax assets and the related liability for unrecognized tax benefits.
In May 2014, the FASB issued a new accounting standard update on revenue recognition from contracts with customers. The new guidance will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. According to the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company beginning January 1, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted. The Company has not yet selected a transition method and is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures.
In June 2014, the FASB issued new accounting standard update on stock-based compensation when the terms of an award provide that a performance target could be achieved after the requisite service period. The new guidance requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. Early adoption is permitted. Adoption of this new accounting standard update is expected to have no impact to the Company’s financial statements.
|
|||
Cash, cash equivalents and short-term investments consist of the following (in thousands):
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2014 |
|
|
2013 |
|
||
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
252,977 |
|
|
$ |
164,135 |
|
|
Money market funds |
|
|
258,315 |
|
|
|
229,529 |
|
|
U.S. government and agency securities including treasury bills |
|
|
207,189 |
|
|
|
251,593 |
|
|
Corporate notes and commercial paper |
|
|
126,495 |
|
|
|
195,753 |
|
|
Total cash and cash equivalents |
|
$ |
844,976 |
|
|
$ |
841,010 |
|
|
Short-term investments: |
|
|
|
|
|
|
|
|
|
U.S. government and agency securities including treasury bills |
|
$ |
677,229 |
|
|
$ |
785,536 |
|
|
Corporate notes, certificates of deposit and commercial paper |
|
|
574,826 |
|
|
|
607,508 |
|
|
Total short-term investments |
|
$ |
1,252,055 |
|
|
$ |
1,393,044 |
|
The following tables summarize unrealized gains and losses related to available-for-sale securities classified as short-term investments on the Company’s consolidated balance sheets (in thousands):
|
|
|
June 30, 2014 |
|
|||||||||||||
|
|
|
Gross |
|
|
Gross |
|
|
Gross |
|
|
Aggregated |
|
||||
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
||||
|
|
|
Costs |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
||||
|
US Government and agency securities including treasury bills |
|
$ |
677,207 |
|
|
$ |
40 |
|
|
$ |
(18 |
) |
|
$ |
677,229 |
|
|
Corporate notes, certificates of deposit and commercial paper |
|
|
575,002 |
|
|
|
7 |
|
|
|
(183 |
) |
|
|
574,826 |
|
|
Total available-for-sale securities classified as short-term investments |
|
$ |
1,252,209 |
|
|
$ |
47 |
|
|
$ |
(201 |
) |
|
$ |
1,252,055 |
|
|
|
|
December 31, 2013 |
|
|||||||||||||
|
|
|
Gross |
|
|
Gross |
|
|
Gross |
|
|
Aggregated |
|
||||
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
||||
|
|
|
Costs |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
||||
|
US Government and agency securities including treasury bills |
|
$ |
785,535 |
|
|
$ |
22 |
|
|
$ |
(21 |
) |
|
$ |
785,536 |
|
|
Corporate notes, certificates of deposit and commercial paper |
|
|
607,590 |
|
|
|
11 |
|
|
|
(93 |
) |
|
|
607,508 |
|
|
Total available-for-sale securities classified as short-term investments |
|
$ |
1,393,125 |
|
|
$ |
33 |
|
|
$ |
(114 |
) |
|
$ |
1,393,044 |
|
The following tables show all short-term investments in an unrealized loss position for which other-than-temporary impairment has not been recognized and the related gross unrealized losses and fair value, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position (in thousands):
|
|
|
June 30, 2014 |
|
|||||||||||||||||||||
|
|
|
Less than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
|||||||||||||||
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|||
|
|
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
||||||
|
US Government and agency securities including treasury bills |
|
$ |
230,873 |
|
|
$ |
(18 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
230,873 |
|
|
$ |
(18 |
) |
|
Corporate notes, certificates of deposit and commercial paper |
|
|
272,726 |
|
|
|
(183 |
) |
|
|
— |
|
|
|
— |
|
|
|
272,726 |
|
|
|
(183 |
) |
|
Total short-term investments in an unrealized loss position |
|
$ |
503,599 |
|
|
$ |
(201 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
503,599 |
|
|
$ |
(201 |
) |
|
|
|
December 31, 2013 |
|
|||||||||||||||||||||
|
|
|
Less than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
|||||||||||||||
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|||
|
|
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
||||||
|
US Government and agency securities including treasury bills |
|
$ |
230,478 |
|
|
$ |
(21 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
230,478 |
|
|
$ |
(21 |
) |
|
Corporate notes, certificates of deposit and commercial paper |
|
|
171,894 |
|
|
|
(93 |
) |
|
|
— |
|
|
|
— |
|
|
|
171,894 |
|
|
|
(93 |
) |
|
Total short-term investments in an unrealized loss position |
|
$ |
402,372 |
|
|
$ |
(114 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
402,372 |
|
|
$ |
(114 |
) |
|
|||
The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013 based on the three-tier fair value hierarchy (in thousands):
|
|
June 30, 2014 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
$ |
258,315 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
258,315 |
|
|
Treasury bills |
|
174,097 |
|
|
|
— |
|
|
|
— |
|
|
|
174,097 |
|
|
Commercial paper |
|
— |
|
|
|
126,495 |
|
|
|
— |
|
|
|
126,495 |
|
|
U.S. government securities |
|
— |
|
|
|
33,092 |
|
|
|
— |
|
|
|
33,092 |
|
|
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury bills |
|
190,192 |
|
|
|
— |
|
|
|
— |
|
|
|
190,192 |
|
|
Commercial paper |
|
— |
|
|
|
181,928 |
|
|
|
— |
|
|
|
181,928 |
|
|
Corporate notes |
|
— |
|
|
|
316,114 |
|
|
|
— |
|
|
|
316,114 |
|
|
U.S. government securities |
|
— |
|
|
|
487,037 |
|
|
|
— |
|
|
|
487,037 |
|
|
Certificates of deposit |
|
— |
|
|
|
76,784 |
|
|
|
— |
|
|
|
76,784 |
|
|
Total |
$ |
622,604 |
|
|
$ |
1,221,450 |
|
|
$ |
— |
|
|
$ |
1,844,054 |
|
|
|
December 31, 2013 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
$ |
229,529 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
229,529 |
|
|
Treasury bills |
|
244,048 |
|
|
|
— |
|
|
|
— |
|
|
|
244,048 |
|
|
Commercial paper |
|
— |
|
|
|
194,742 |
|
|
|
— |
|
|
|
194,742 |
|
|
U.S. government securities |
|
— |
|
|
|
7,545 |
|
|
|
— |
|
|
|
7,545 |
|
|
Corporate notes |
|
— |
|
|
|
1,011 |
|
|
|
— |
|
|
|
1,011 |
|
|
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury bills |
|
265,878 |
|
|
|
— |
|
|
|
— |
|
|
|
265,878 |
|
|
Agency securities |
|
— |
|
|
|
18,286 |
|
|
|
— |
|
|
|
18,286 |
|
|
Commercial paper |
|
— |
|
|
|
272,617 |
|
|
|
— |
|
|
|
272,617 |
|
|
Corporate notes |
|
— |
|
|
|
255,546 |
|
|
|
— |
|
|
|
255,546 |
|
|
U.S. government securities |
|
— |
|
|
|
501,372 |
|
|
|
— |
|
|
|
501,372 |
|
|
Certificates of deposit |
|
— |
|
|
|
79,345 |
|
|
|
— |
|
|
|
79,345 |
|
|
Total |
$ |
739,455 |
|
|
$ |
1,330,464 |
|
|
$ |
— |
|
|
$ |
2,069,919 |
|
|
|||
The following table presents the detail of property and equipment, net for the periods presented (in thousands):
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2014 |
|
|
2013 |
|
||
|
Property and equipment, net |
|
|
|
|
|
|
|
|
|
Equipment |
|
$ |
487,649 |
|
|
$ |
367,949 |
|
|
Furniture and leasehold improvements |
|
|
103,744 |
|
|
|
54,965 |
|
|
Capitalized software |
|
|
69,483 |
|
|
|
47,290 |
|
|
Construction in progress |
|
|
44,065 |
|
|
|
29,523 |
|
|
Total |
|
|
704,941 |
|
|
|
499,727 |
|
|
Less: Accumulated depreciation and amortization |
|
|
(237,307 |
) |
|
|
(167,065 |
) |
|
Property and equipment, net |
|
$ |
467,634 |
|
|
$ |
332,662 |
|
|
|||
The following table presents the goodwill activities for the periods presented (in thousands):
|
Goodwill |
|
|
|
|
|
Balance as of December 31, 2013 |
|
$ |
363,477 |
|
|
Gnip acquisition |
|
|
104,747 |
|
|
Other acquisitions |
|
|
46,174 |
|
|
Foreign currency translation adjustment |
|
|
203 |
|
|
Balance as of June 30, 2014 |
|
$ |
514,601 |
|
|
|
|
|
|
|
The following table presents the detail of other intangible assets for the periods presented (in thousands):
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|||
|
|
|
Value |
|
|
Amortization |
|
|
Value |
|
|||
|
June 30, 2014: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents and developed technologies |
|
$ |
133,405 |
|
|
$ |
(55,341 |
) |
|
$ |
78,064 |
|
|
Publisher and advertiser relationships |
|
|
30,400 |
|
|
|
(5,074 |
) |
|
|
25,326 |
|
|
Assembled workforce |
|
|
1,960 |
|
|
|
(580 |
) |
|
|
1,380 |
|
|
Other intangible assets |
|
|
1,100 |
|
|
|
(373 |
) |
|
|
727 |
|
|
Total |
|
$ |
166,865 |
|
|
$ |
(61,368 |
) |
|
$ |
105,497 |
|
|
December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents and developed technologies |
|
$ |
100,553 |
|
|
$ |
(45,440 |
) |
|
$ |
55,113 |
|
|
Publisher and advertiser relationships |
|
|
21,100 |
|
|
|
(1,248 |
) |
|
|
19,852 |
|
|
Assembled workforce |
|
|
1,960 |
|
|
|
(300 |
) |
|
|
1,660 |
|
|
Other intangible assets |
|
|
1,100 |
|
|
|
(98 |
) |
|
|
1,002 |
|
|
Total |
|
$ |
124,713 |
|
|
$ |
(47,086 |
) |
|
$ |
77,627 |
|
Estimated future amortization expense as of June 30, 2014 is as follows (in thousands):
|
Remainder of 2014 |
|
$ |
16,643 |
|
|
2015 |
|
|
27,507 |
|
|
2016 |
|
|
19,971 |
|
|
2017 |
|
|
9,764 |
|
|
2018 |
|
|
9,764 |
|
|
Thereafter |
|
|
21,848 |
|
|
Total |
|
$ |
105,497 |
|
|
|||
The following table presents the detail of prepaid and other current assets for the periods presented (in thousands):
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2014 |
|
|
2013 |
|
||
|
Deferred income taxes, net |
|
$ |
33,460 |
|
|
$ |
62,122 |
|
|
Prepaid and other |
|
|
46,313 |
|
|
|
31,175 |
|
|
Total |
|
$ |
79,773 |
|
|
$ |
93,297 |
|
The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands):
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2014 |
|
|
2013 |
|
||
|
Accrued compensation |
|
$ |
88,779 |
|
|
$ |
29,882 |
|
|
Accrued fixed assets and maintenance |
|
|
58,396 |
|
|
|
5,697 |
|
|
Deferred revenue |
|
|
21,443 |
|
|
|
14,479 |
|
|
Accrued publisher payments |
|
|
17,329 |
|
|
|
15,370 |
|
|
Accrued professional services |
|
|
10,137 |
|
|
|
7,089 |
|
|
Accrued tax liabilities |
|
|
11,845 |
|
|
|
9,515 |
|
|
Accrued other |
|
|
39,618 |
|
|
|
28,278 |
|
|
Total |
|
$ |
247,547 |
|
|
$ |
110,310 |
|
|
|||
The activities for the restricted common stock issued to employees for the six months ended June 30, 2014 are summarized as follows (in thousands, except per share data):
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
|
|
Number of |
|
|
Grant-Date Fair |
|
||
|
|
|
Shares |
|
|
Value Per Share |
|
||
|
Unvested restricted common stock at December 31, 2013 |
|
|
6,866 |
|
|
$ |
17.60 |
|
|
Granted |
|
|
1,089 |
|
|
$ |
35.23 |
|
|
Vested |
|
|
(1,833 |
) |
|
$ |
16.77 |
|
|
Canceled |
|
|
(98 |
) |
|
$ |
13.46 |
|
|
Unvested restricted common stock at June 30, 2014 |
|
|
6,024 |
|
|
$ |
21.10 |
|
A summary of stock option activity for the six months ended June 30, 2014 is as follows (in thousands, except years and per share data):
|
|
|
Options Outstanding |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Average |
|
|
|
|
|
||
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
|
|
|
||
|
|
|
Number of |
|
|
Exercise |
|
|
Contractual Life |
|
|
Aggregate |
|
||||
|
|
|
Shares |
|
|
Price Per Share |
|
|
(in years) |
|
|
Intrinsic Value |
|
||||
|
Outstanding at December 31, 2013 |
|
|
42,246 |
|
|
$ |
1.89 |
|
|
|
6.47 |
|
|
$ |
2,609,295 |
|
|
Options assumed in connection with acquisitions |
|
|
442 |
|
|
$ |
1.32 |
|
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
(14,976 |
) |
|
$ |
1.06 |
|
|
|
|
|
|
|
|
|
|
Options canceled |
|
|
(242 |
) |
|
$ |
5.59 |
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2014 |
|
|
27,470 |
|
|
$ |
2.29 |
|
|
|
6.20 |
|
|
$ |
1,062,472 |
|
|
Vested and expected to vest at June 30, 2014 (1) |
|
|
26,923 |
|
|
$ |
2.22 |
|
|
|
6.18 |
|
|
$ |
1,043,170 |
|
|
Exercisable at June 30, 2014 |
|
|
21,670 |
|
|
$ |
1.40 |
|
|
|
5.89 |
|
|
$ |
857,564 |
|
|
(1) |
The expected to vest options are the result of applying pre-vesting forfeiture rate assumptions to unvested options outstanding. |
The following table summarizes the activity related to the Company’s Pre- and Post-2013 RSUs for the six months ended June 30, 2014. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of each respective date (in thousands, except per share data):
|
|
|
RSUs Outstanding |
|
|||||
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
Average Grant- |
|
|
|
|
|
|
|
|
|
Date Fair Value |
|
|
|
|
|
Shares |
|
|
Per Share |
|
||
|
Unvested and outstanding at December 31, 2013 |
|
|
79,876 |
|
|
$ |
19.54 |
|
|
Granted |
|
|
14,208 |
|
|
$ |
48.39 |
|
|
Vested |
|
|
(9,141 |
) |
|
$ |
18.26 |
|
|
Canceled |
|
|
(3,522 |
) |
|
$ |
20.74 |
|
|
Unvested and outstanding at June 30, 2014 |
|
|
81,421 |
|
|
$ |
24.67 |
|
|
Vested and outstanding at June 30, 2014 |
|
|
— |
|
|
$ |
— |
|
Total stock-based compensation expense recorded for employee and non-employee stock options, RSUs, shares issued under the ESPP, restricted common stock and Class A junior preferred stock in the three and six months ended June 30, 2014 and 2013 is summarized as follows (in thousands):
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
||||||||||
|
|
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
|
||||
|
Employee |
|
$ |
154,480 |
|
|
$ |
22,288 |
|
|
$ |
280,449 |
|
|
$ |
34,415 |
|
|
|
Non-employee |
|
|
3,931 |
|
|
|
358 |
|
|
|
4,331 |
|
|
|
1,153 |
|
|
|
Total |
|
$ |
158,411 |
|
|
$ |
22,646 |
|
|
$ |
284,780 |
|
|
$ |
35,568 |
|
|
Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function is as follows (in thousands):
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
||||
|
Cost of revenue |
|
$ |
13,869 |
|
|
$ |
1,471 |
|
|
$ |
23,700 |
|
|
$ |
1,955 |
|
|
Research and development |
|
|
92,493 |
|
|
|
15,772 |
|
|
|
170,811 |
|
|
|
24,197 |
|
|
Sales and marketing |
|
|
37,547 |
|
|
|
2,549 |
|
|
|
65,348 |
|
|
|
4,614 |
|
|
General and administrative |
|
|
14,502 |
|
|
|
2,854 |
|
|
|
24,921 |
|
|
|
4,802 |
|
|
Total |
|
$ |
158,411 |
|
|
$ |
22,646 |
|
|
$ |
284,780 |
|
|
$ |
35,568 |
|
The weighted-average grant-date fair value of stock options granted to employees, including stock assumed in connection with acquisitions, in the three months ended June 30, 2014, and the six months ended June 30, 2014 and 2013 was $38.12, $38.12 and $11.13 per share, respectively. The Company did not grant additional options to employees during the three months ended June 30, 2013. The fair value of stock options granted to employees was determined using the Black-Scholes option pricing model with the following weighted-average assumptions:
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|||||||||
|
|
|
2014 |
|
|
2013 |
|
2014 |
|
|
2013 |
|
|||
|
Expected dividend yield |
|
|
— |
|
|
N/A |
|
|
— |
|
|
|
— |
|
|
Risk-free interest rate |
|
|
0.69 |
% |
|
N/A |
|
|
0.69 |
% |
|
|
1.07 |
% |
|
Expected volatility |
|
|
40.22 |
% |
|
N/A |
|
|
40.22 |
% |
|
|
53.77 |
% |
|
Expected term (in years) |
|
|
2.51 |
|
|
N/A |
|
|
2.51 |
|
|
|
5.63 |
|
|
|||
A summary of gross and net lease commitments as of June 30, 2014 is as follows (in thousands):
|
|
|
Operating |
|
|
Capital |
|
||
|
|
|
Leases |
|
|
Leases |
|
||
|
Remainder of 2014 |
|
$ |
39,619 |
|
|
$ |
56,248 |
|
|
2015 |
|
|
107,321 |
|
|
|
88,645 |
|
|
2016 |
|
|
121,059 |
|
|
|
50,768 |
|
|
2017 |
|
|
123,147 |
|
|
|
17,215 |
|
|
2018 |
|
|
117,191 |
|
|
|
645 |
|
|
Thereafter |
|
|
320,749 |
|
|
|
— |
|
|
|
|
$ |
829,086 |
|
|
|
213,521 |
|
|
Less: Amounts representing interest |
|
|
|
|
|
|
11,848 |
|
|
Total capital lease obligation |
|
|
|
|
|
|
201,673 |
|
|
Less: Short-term portion |
|
|
|
|
|
|
99,744 |
|
|
Long-term portion |
|
|
|
|
|
$ |
101,929 |
|
|
|||
Revenue by geography is based on the billing addresses of the customers. The following table sets forth revenue by geographic area (in thousands):
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
||||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
210,465 |
|
|
$ |
101,383 |
|
|
$ |
390,504 |
|
|
$ |
190,799 |
|
|
International |
|
|
101,701 |
|
|
|
37,909 |
|
|
|
172,154 |
|
|
|
62,836 |
|
|
Total revenue |
|
$ |
312,166 |
|
|
$ |
139,292 |
|
|
$ |
562,658 |
|
|
$ |
253,635 |
|
The following table sets forth long-lived assets by geographic area (in thousands):
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2014 |
|
|
2013 |
|
||
|
Long-lived assets: |
|
|
|
|
|
|
|
|
|
United States |
|
$ |
449,320 |
|
|
$ |
327,250 |
|
|
International |
|
|
18,314 |
|
|
|
5,412 |
|
|
Total long-lived assets |
|
$ |
467,634 |
|
|
$ |
332,662 |
|
|
|
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|
|
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|
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