Document and Entity Information
6 Months Ended
Jun. 30, 2014
Jul. 31, 2014
Document And Entity Information [Line Items]
Document Type
10-Q
Amendment Flag
false
Document Period End Date
Jun. 30, 2014
Document Fiscal Year Focus
2014
Document Fiscal Period Focus
Q2
Trading Symbol
TWTR
Entity Registrant Name
TWITTER, INC.
Entity Central Index Key
0001418091
Current Fiscal Year End Date
--12-31
Entity Filer Category
Non-accelerated Filer
Entity Common Stock, Shares Outstanding
615,232,482
CONSOLIDATED BALANCE SHEETS(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Current assets:
Cash and cash equivalents
$844,976
$841,010
Short-term investments
1,252,055
1,393,044
Accounts receivable, net of allowance for doubtful accounts of $2,920 and $2,020 as of June 30, 2014 and December 31, 2013, respectively
287,082
247,328
Prepaid expenses and other current assets
79,773
93,297
Total current assets
2,463,886
2,574,679
Property and equipment, net
467,634
332,662
Intangible assets
105,497
77,627
Goodwill
514,601
363,477
Other assets
33,199
17,795
Total assets
3,584,817
3,366,240
Current liabilities:
Accounts payable
23,084
27,994
Accrued and other current liabilities
247,547
110,310
Capital leases, short-term
99,744
87,126
Total current liabilities
370,375
225,430
Capital leases, long-term
101,929
110,520
Deferred and other long-term tax liabilities, net
31,929
59,500
Other long-term liabilities
33,991
20,784
Total liabilities
538,224
416,234
Commitments and contingencies (Note 11)
  
  
Stockholders' equity:
Common stock, $0.000005 par value-- 5,000,000 shares authorized; 612,682 and 569,922 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively
3
3
Additional paid-in capital
4,318,021
3,944,952
Accumulated other comprehensive income (loss)
199
(323)
Accumulated deficit
(1,271,630)
(994,626)
Total stockholders' equity
3,046,593
2,950,006
Total liabilities and stockholders' equity
$3,584,817
$3,366,240
CONSOLIDATED BALANCE SHEETS (Parenthetical)(USD $)
In Thousands, except Share data, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Allowance for doubtful accounts receivable
$2,920
$2,020
Common stock, par value
$0.000005
$0.000005
Common stock, shares authorized
5,000,000,000
5,000,000,000
Common stock, shares issued
612,682,000
569,922,000
Common stock, shares outstanding
612,682,000
569,922,000
CONSOLIDATED STATEMENTS OF OPERATIONS(USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Revenue
$312,166
$139,292
$562,658
$253,635
Costs and expenses
Cost of revenue
100,027
50,573
185,530
91,828
Research and development
177,095
64,263
326,486
111,837
Sales and marketing
140,261
45,258
246,496
77,697
General and administrative
44,694
18,114
83,428
35,096
Total costs and expenses
462,077
178,208
841,940
316,458
Loss from operations
(149,911)
(38,916)
(279,282)
(62,823)
Interest income (expense), net
(2,110)
(1,513)
(4,677)
(2,746)
Other income (expense), net
1,780
(1,019)
2,578
(2,548)
Loss before income taxes
(150,241)
(41,448)
(281,381)
(68,117)
Provision (benefit) for income taxes
(5,599)
777
(4,377)
1,134
Net loss
$(144,642)
$(42,225)
$(277,004)
$(69,251)
Net loss per share attributable to common stockholders:
Basic
$(0.24)
$(0.32)
$(0.47)
$(0.53)
Diluted
$(0.24)
$(0.32)
$(0.47)
$(0.53)
Weighted-average shares used to compute net loss per share attributable to common stockholders:
Basic
595,607
132,224
587,760
129,853
Diluted
595,607
132,224
587,760
129,853
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Net loss
$(144,642)
$(42,225)
$(277,004)
$(69,251)
Other comprehensive income (loss):
Unrealized loss on investments in available-for-sale securities, net of tax
(47)
(19)
(78)
(32)
Foreign currency translation adjustment
542
127
600
36
Net change in accumulated other comprehensive loss
495
108
522
4
Comprehensive loss
$(144,147)
$(42,117)
$(276,482)
$(69,247)
CONSOLIDATED STATEMENTS OF CASH FLOWS(USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Cash flows from operating activities
Net loss
$(277,004)
$(69,251)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
85,582
48,647
Stock-based compensation expense
284,780
35,568
Provision for bad debt
1,436
245
Deferred income tax benefit
(7,737)
(508)
Non-cash acquisition-related costs
307
566
Amortization of investment premium and other
359
3,045
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions:
Accounts receivable
(37,213)
(11,349)
Prepaid expenses and other assets
(17,229)
(5,301)
Accounts payable
1,407
(1,923)
Accrued and other liabilities
89,692
9,920
Net cash provided by operating activities
124,380
9,659
Cash flows from investing activities
Purchases of property and equipment
(94,077)
(26,761)
Purchases of marketable securities
(1,039,014)
(235,625)
Proceeds from maturities of marketable securities
1,009,926
220,346
Proceeds from sales of marketable securities
168,138
24,300
Restricted cash
(11,716)
(2,412)
Business combinations, net of cash acquired
(132,896)
(2,322)
Net cash used in investing activities
(99,639)
(22,474)
Cash flows from financing activities
Taxes paid related to net share settlement of equity awards
(16,168)
Repayments of capital lease obligations
(42,886)
(31,068)
Proceeds from exercise of stock options, net of repurchase
15,907
5,698
Proceeds from issuances of common stock under employee stock purchase plan
21,224
Payments of offering costs
(1,162)
Net cash used in financing activities
(23,085)
(25,370)
Net increase (decrease) in cash and cash equivalents
1,656
(38,185)
Foreign exchange effect on cash and cash equivalents
2,310
(634)
Cash and cash equivalents at beginning of period
841,010
203,328
Cash and cash equivalents at end of period
844,976
164,509
Supplemental disclosures of non-cash investing and financing activities
Common and convertible preferred stock issued in connection with acquisitions
51,846
109,945
Equipment purchases under capital leases
47,739
58,757
Changes in accrued equipment purchases
43,597
9,331
Unpaid deferred offering costs
$1,600
Description of Business and Summary of Significant Accounting Policies
Description of Business and Summary of Significant Accounting Policies

Note 1. Description of Business and Summary of Significant Accounting Policies

Twitter, Inc. (“Twitter” or the “Company”) was incorporated in Delaware in April 2007, and is headquartered in San Francisco, California. Twitter 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.

Cash, Cash Equivalents and Short-term Investments
Cash, Cash Equivalents and Short-term Investments

Note 2. Cash, Cash Equivalents and Short-term Investments

Cash, cash equivalents and short-term investments consist of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

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.

Fair Value Measurements
Fair Value Measurements

 

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

 

 

Property and Equipment, Net
Property and Equipment, Net

Note 4. Property and Equipment, Net

The following table presents the detail of property and equipment, net for the periods presented (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

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

 

  

Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets

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

 

 

Other Balance Sheet Components
Other Balance Sheet Components

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

 

 

Acquisitions
Acquisitions

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.

Net Loss Per Share
Net Loss Per Share

Note 8. Net Loss per Share

The Company computes net loss per share of common stock in conformity with the two-class method required for participating securities. The Company considers the shares issued upon the early exercise of stock options subject to repurchase to be participating securities, because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. Prior to their conversion to common stock, the Company also considered all series of the Company’s redeemable convertible preferred stock and convertible preferred stock to be participating securities as the holders of the preferred stock were entitled to receive a noncumulative dividend on a pari passu basis in the event that a dividend was paid on common stock. The holders of all series of convertible preferred stock and the holders of early exercised shares subject to repurchase do not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the three and six months ended June 30, 2014 and 2013 were not allocated to these participating securities.

Basic net loss per share is computed by dividing total net loss attributable to common stockholders by the weighted-average common shares outstanding. The weighted-average common shares outstanding is adjusted for shares subject to repurchase such as unvested restricted stock granted to employees in connection with acquisitions, contingently returnable shares and escrowed shares supporting indemnification obligations that are issued in connection with acquisitions and unvested stock options exercised. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding including potential dilutive common stock instruments. In the three and six months ended June 30, 2014 and 2013, the Company’s potential common stock instruments such as stock options, RSUs, shares to be issued under the Employee Stock Purchase Plan (“ESPP”), shares subject to repurchases and the warrant were not included in the computation of diluted loss per share as the effect of including these shares in the calculation would have been anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share for periods presented (in thousands, except per share data).

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June  30,

 

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Net loss

 

$

(144,642

)

 

$

(42,225

)

 

$

(277,004

)

 

$

(69,251

)

Basic shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

604,054

 

 

 

138,839

 

 

 

596,399

 

 

 

135,914

 

Weighted-average restricted stock

   subject to repurchase

 

 

(8,447

)

 

 

(6,615

)

 

 

(8,639

)

 

 

(6,061

)

Weighted-average shares used to compute

   basic net loss per share

 

 

595,607

 

 

 

132,224

 

 

 

587,760

 

 

 

129,853

 

Diluted shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares used to compute

   diluted net loss per share

 

 

595,607

 

 

 

132,224

 

 

 

587,760

 

 

 

129,853

 

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.24

)

 

$

(0.32

)

 

$

(0.47

)

 

$

(0.53

)

Diluted

 

$

(0.24

)

 

$

(0.32

)

 

$

(0.47

)

 

$

(0.53

)

 

 

The following number of potential common shares at the end of each period were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands):

 

 

 

Three and Six Months Ended June 30,

 

 

 

2014

 

 

2013

 

Stock options

 

 

27,470

 

 

 

44,157

 

RSUs

 

 

81,421

 

 

 

16,345

 

Employee stock purchase plan

 

 

1,147

 

 

 

 

Shares subject to repurchase

 

 

8,877

 

 

 

7,196

 

Warrant

 

 

 

 

 

117

 

 

Common Stock and Stockholders' Equity
Common Stock and Stockholders' Equity

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.

Income Taxes
Income Taxes

 

Note 10. Income Taxes

The Company is subject to taxation in the United States and various state and foreign jurisdictions. Earnings from non-US activities are subject to local country income tax. The material jurisdictions in which the Company is subject to potential examination by taxing authorities include the United States, California and Ireland. The Company is currently under 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.

Commitments and Contingencies
Commitments and Contingencies

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.

Operations by Geographic Area
Operations by Geographic Area

 

Note 12. Operations by Geographic Area

Revenue

Revenue by geography is based on the billing addresses of the customers. The following table sets forth revenue by 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

 

 

Subsequent Events
Subsequent Events

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.

Description of Business and Summary of Significant Accounting Policies (Policies)

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 (Tables)

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

)

 

Fair Value Measurements (Tables)
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 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

 

 

Property and Equipment, Net (Tables)
Schedule of Property and Equipment, Net

The following table presents the detail of property and equipment, net for the periods presented (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

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

 

  

Goodwill and Other Intangible Assets (Tables)

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

 

 

Other Balance Sheet Components (Tables)

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

 

 

Net Loss Per Share (Tables)

The following table presents the calculation of basic and diluted net loss per share for periods presented (in thousands, except per share data).

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June  30,

 

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Net loss

 

$

(144,642

)

 

$

(42,225

)

 

$

(277,004

)

 

$

(69,251

)

Basic shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

604,054

 

 

 

138,839

 

 

 

596,399

 

 

 

135,914

 

Weighted-average restricted stock

   subject to repurchase

 

 

(8,447

)

 

 

(6,615

)

 

 

(8,639

)

 

 

(6,061

)

Weighted-average shares used to compute

   basic net loss per share

 

 

595,607

 

 

 

132,224

 

 

 

587,760

 

 

 

129,853

 

Diluted shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares used to compute

   diluted net loss per share

 

 

595,607

 

 

 

132,224

 

 

 

587,760

 

 

 

129,853

 

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.24

)

 

$

(0.32

)

 

$

(0.47

)

 

$

(0.53

)

Diluted

 

$

(0.24

)

 

$

(0.32

)

 

$

(0.47

)

 

$

(0.53

)

 

 

The following number of potential common shares at the end of each period were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands):

 

 

 

Three and Six Months Ended June 30,

 

 

 

2014

 

 

2013

 

Stock options

 

 

27,470

 

 

 

44,157

 

RSUs

 

 

81,421

 

 

 

16,345

 

Employee stock purchase plan

 

 

1,147

 

 

 

 

Shares subject to repurchase

 

 

8,877

 

 

 

7,196

 

Warrant

 

 

 

 

 

117

 

 

Common Stock and Stockholders' Equity (Tables)

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

 

  

Commitment and Contingencies (Tables)
Minimum Commitments Under Non-Cancelable Capital and Operating Lease Agreements

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

 

 

Operations by Geographic Area (Tables)

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

 

 

Description of Business and Summary of Significant Accounting Policies - Additional Information (Details)(USD $)
In Millions, unless otherwise specified
Jun. 30, 2014
Decrease in net deferred tax assets and liability
$(15.8)
Cash, Cash Equivalents and Short-term Investments - Cash, Cash and Equivalents and Short-term Investments (Details)(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Jun. 30, 2013
Dec. 31, 2012
Cash and cash equivalents:
Cash and cash equivalents
$844,976
$841,010
$164,509
$203,328
Short-term investments:
Short-term investments
1,252,055
1,393,044
Cash
Cash and cash equivalents:
Cash and cash equivalents
252,977
164,135
Money Market Funds
Cash and cash equivalents:
Cash and cash equivalents
258,315
229,529
U.S. Government and Agency Securities Including Treasury Bills
Cash and cash equivalents:
Cash and cash equivalents
207,189
251,593
Short-term investments:
Short-term investments
677,229
785,536
Corporate Notes, Certificates of Deposit and Commercial Paper
Cash and cash equivalents:
Cash and cash equivalents
126,495
195,753
Short-term investments:
Short-term investments
$574,826
$607,508
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) (Fair Value, Measurements, Recurring, USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Assets
Total
$1,844,054
$2,069,919
Agency Securities
Assets
Short-term investments
18,286
Money Market Funds
Assets
Cash equivalents
258,315
229,529
Treasury Bills
Assets
Cash equivalents
174,097
244,048
Short-term investments
190,192
265,878
Commercial Paper
Assets
Cash equivalents
126,495
194,742
Short-term investments
181,928
272,617
US Government Securities
Assets
Cash equivalents
33,092
7,545
Short-term investments
487,037
501,372
Corporate Notes
Assets
Cash equivalents
1,011
Short-term investments
316,114
255,546
Certificates of Deposit
Assets
Short-term investments
76,784
79,345
Level 1
Assets
Total
622,604
739,455
Level 1 |
Money Market Funds
Assets
Cash equivalents
258,315
229,529
Level 1 |
Treasury Bills
Assets
Cash equivalents
174,097
244,048
Short-term investments
190,192
265,878
Level 2
Assets
Total
1,221,450
1,330,464
Level 2 |
Agency Securities
Assets
Short-term investments
18,286
Level 2 |
Commercial Paper
Assets
Cash equivalents
126,495
194,742
Short-term investments
181,928
272,617
Level 2 |
US Government Securities
Assets
Cash equivalents
33,092
7,545
Short-term investments
487,037
501,372
Level 2 |
Corporate Notes
Assets
Cash equivalents
1,011
Short-term investments
316,114
255,546
Level 2 |
Certificates of Deposit
Assets
Short-term investments
$76,784
$79,345
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details)(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Property and equipment, net
Property and equipment, gross
$704,941
$499,727
Less: Accumulated depreciation and amortization
(237,307)
(167,065)
Property and equipment, net
467,634
332,662
Equipment
Property and equipment, net
Property and equipment, gross
487,649
367,949
Furniture and Leasehold Improvements
Property and equipment, net
Property and equipment, gross
103,744
54,965
Capitalized Software
Property and equipment, net
Property and equipment, gross
69,483
47,290
Construction in Progress
Property and equipment, net
Property and equipment, gross
$44,065
$29,523
Goodwill and Other Intangible Assets - Schedule of Goodwill Activities (Detail)(USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Goodwill [Line Items]
Beginning balance
$363,477
Foreign currency translation adjustment
203
Ending balance
514,601
Gnip acquisition
Goodwill [Line Items]
Acquisition
104,747
Other acquisitions
Goodwill [Line Items]
Acquisition
$46,174
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Details)(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value
$166,865
$124,713
Accumulated Amortization
(61,368)
(47,086)
Net Carrying Value
105,497
77,627
Patents and Developed Technologies
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value
133,405
100,553
Accumulated Amortization
(55,341)
(45,440)
Net Carrying Value
78,064
55,113
Publisher and Advertiser Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value
30,400
21,100
Accumulated Amortization
(5,074)
(1,248)
Net Carrying Value
25,326
19,852
Assembled Workforce
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value
1,960
1,960
Accumulated Amortization
(580)
(300)
Net Carrying Value
1,380
1,660
Other Intangible Assets
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value
1,100
1,100
Accumulated Amortization
(373)
(98)
Net Carrying Value
$727
$1,002
Goodwill and Other Intangible Assets - Additional Information (Details)(USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Finite Lived Intangible Assets [Line Items]
Amortization of intangible assets
$8.1
$3.3
$14.3
$7.2
Goodwill and Other Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details)(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Finite Lived Intangible Assets [Line Items]
Remainder of 2014
$16,643
2015
27,507
2016
19,971
2017
9,764
2018
9,764
Thereafter
21,848
Net Carrying Value
$105,497
$77,627
Other Balance Sheet Components - Prepaid and Other Current Assets (Details)(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Other Balance Sheet Components [Line Items]
Deferred income taxes, net
$33,460
$62,122
Prepaid and other
46,313
31,175
Total
$79,773
$93,297
Other Balance Sheet Components - Accrued and Other Current Liabilities (Details)(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Other Balance Sheet Components [Line Items]
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
Acquisitions - Additional Information (Detail)(USD $)
Share data in Millions, unless otherwise specified
6 Months Ended 6 Months Ended 1 Months Ended 6 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Jun. 30, 2014
Developed Technology Rights
Minimum
Jun. 30, 2014
Developed Technology Rights
Maximum
Jun. 30, 2014
Customer Relationships
Minimum
Jun. 30, 2014
Customer Relationships
Maximum
May 31, 2014
Gnip Inc
May 31, 2014
Gnip Inc
Developed Technology Rights
May 31, 2014
Gnip Inc
Customer Relationships
Jun. 30, 2014
Other companies
Acquisition
Jun. 30, 2014
Other companies
Developed Technology Rights
Business Acquisition [Line Items]
Business acquisition, purchase price cash consideration
$107,300,000
$30,400,000
Business acquisition, common stock issued including shares of restricted stock
0.6
Business acquisition, common shares issueable in respect of assumed equity awards held by individauls
0.4
Business Combination, Consideration Transferred
134,100,000
55,500,000
Acquisition purchase price allocated to finite lived intangible assets
23,200,000
9,300,000
9,200,000
Acquisition purchase price allocated to liability
5,800,000
Acquisition purchase price allocated to deferred tax liability
6,400,000
1,300,000
Goodwill
514,601,000
363,477,000
104,700,000
46,200,000
Acquisition purchase price allocated to assets
9,100,000
1,400,000
Number of businesses acquired
4
Business acquisition, common stock issued
25,100,000
Estimated useful life of intangible assets
12 months
60 months
12 months
60 months
Fair value of contingent payment
57,800,000
Equity compensation service period
4 years
Unrecognized share-based compensation expense
$7,900,000
Net Loss Per Share - Basic and Diluted Net Loss Per Share (Details)(USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Net loss
$(144,642)
$(42,225)
$(277,004)
$(69,251)
Basic shares:
Weighted-average common shares outstanding
604,054
138,839
596,399
135,914
Weighted-average restricted stock subject to repurchase
(8,447)
(6,615)
(8,639)
(6,061)
Weighted-average shares used to compute basic net loss per share
595,607
132,224
587,760
129,853
Diluted shares:
Weighted-average shares used to compute diluted net loss per share
595,607
132,224
587,760
129,853
Net loss per share attributable to common stockholders:
Basic
$(0.24)
$(0.32)
$(0.47)
$(0.53)
Diluted
$(0.24)
$(0.32)
$(0.47)
$(0.53)
Net Loss Per Share - Summary of Potential Common Shares Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted net income per share
27,470
44,157
27,470
44,157
RSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted net income per share
81,421
16,345
81,421
16,345
Employee Stock Purchase Plans
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted net income per share
1,147
1,147
Shares Subject to Repurchase
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted net income per share
8,877
7,196
8,877
7,196
Warrant
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted net income per share
117
117
Common Stock and Stockholders' Equity - Additional Information (Details)(USD $)
3 Months Ended 6 Months Ended 6 Months Ended 1 Months Ended 0 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2014
Mar. 31, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Jun. 30, 2014
Restricted Common Stock
Jun. 30, 2014
2013 Equity Incentive Plan
Jun. 30, 2014
2007 Equity Incentive Plan
Feb. 28, 2014
Pre-2013 RSUs
Jun. 30, 2014
Pre-2013 RSUs
Jun. 30, 2014
Post-2013 RSUs
May 15, 2014
Employee Stock Purchase Plans
Jun. 30, 2014
Employee Stock Purchase Plans
Jun. 30, 2014
Employee Stock Purchase Plans
Jun. 30, 2014
Employee Stock Option
Jun. 30, 2013
Employee Stock Option
Jun. 30, 2014
Employee Stock Option
Jun. 30, 2013
Employee Stock Option
Jun. 30, 2014
RSUs
Jun. 30, 2013
RSUs
Jun. 30, 2014
Minimum
Restricted Common Stock
Jun. 30, 2014
Maximum
Restricted Common Stock
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Equity compensation service period
4 years
2 years
4 years
Compensation expense related to restricted stock
$12,900,000
$7,300,000
$24,000,000
$12,500,000
Unamortized stock-based compensation expense related to restricted stock
94,400,000
95,100,000
1,230,000,000
Unamortized stock-based compensation expense, weighted average recognition period
2 years 5 months 12 days
5 months 5 days
1 year 11 months 23 days
2 years 2 months 16 days
3 years 1 month 2 days
Stock options outstanding
27,470,000
27,470,000
42,246,000
18,200,000
Common stock, capital shares reserved for future issuance
82,400,000
16,700,000
16,700,000
Common stock, shares issued
612,682,000
612,682,000
569,922,000
19,600,000
5,100,000
Income taxes paid
16,168,000
16,200,000
Stock options restricted stock units outstanding
88,700,000
Number of shares purchased
957,392
Shares purchased price, per share
$22.10
Share-based compensation expense
10,500,000
16,700,000
Stock options exercised, intrinsic value
403,200,000
14,000,000
537,100,000
71,300,000
Stock options vested, fair value
2,400,000
400,000
5,900,000
4,300,000
Share-based compensation, capitalized amount
8,800,000
1,900,000
15,500,000
3,300,000
Share-based compensation, weighted average grant date fair value
$38.12
$38.12
$11.13
Unamortized share-based compensation expense related to unvested stock options
30,300,000
30,300,000
Unamortized stock-based compensation expense, ESPP
$7,900,000
$7,900,000
$15,200,000
$15,200,000
Common Stock and Stockholders' Equity - Summary of Restricted Stock Activity (Details) (Restricted Common Stock, USD $)
In Thousands, except Per Share data, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Restricted Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Unvested Shares, beginning of period
6,866
Number of Shares, Granted
1,089
Number of Shares, Vested
(1,833)
Number of Shares, Canceled
(98)
Number of Unvested Shares, end of period
6,024
Weighted Average Grant Date Fair Value Per Share, beginning of period
$17.60
Weighted Average Grant Date Fair Value Per Share, Granted
$35.23
Weighted Average Grant Date Fair Value Per Share, Vested
$16.77
Weighted Average Grant Date Fair Value Per Share, Canceled
$13.46
Weighted Average Grant Date Fair Value Per Share, end of period
$21.10
Common Stock and Stockholders' Equity - Summary of Stock Option Activity (Details)(USD $)
In Thousands, except Per Share data, unless otherwise specified
6 Months Ended 12 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Options Outstanding - Number of Shares
Outstanding at beginning of period
42,246
Options assumed in connection with acquisitions
442
Options exercised
(14,976)
Options canceled
(242)
Outstanding at end of period
27,470
42,246
Vested and expected to vest at end of period
26,923
Exercisable at end of period
21,670
Options Outstanding - Weighted-Average Exercise Price Per Share
Outstanding at beginning of period
$1.89
Options assumed in connection with acquisitions
$1.32
Options exercised
$1.06
Options canceled
$5.59
Outstanding at end of period
$2.29
$1.89
Vested and expected to vest at end of period
$2.22
Exercisable at end of period
$1.40
Options Outstanding - Weighted-Average Remaining Contractual Life
Outstanding
6 years 2 months 12 days
6 years 5 months 19 days
Vested and expected to vest at end of period
6 years 2 months 5 days
Exercisable at end of period
5 years 10 months 21 days
Options Outstanding - Aggregate Intrinsic Value
Outstanding at beginning of period
$2,609,295
Outstanding at end of period
1,062,472
2,609,295
Vested and expected to vest at end of period
1,043,170
Exercisable at end of period
$857,564
Common Stock and Stockholders' Equity - Summary of RSU Activity (Details) (RSUs, USD $)
In Thousands, except Per Share data, unless otherwise specified
6 Months Ended
Jun. 30, 2014
RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Unvested Shares, beginning of period
79,876
Shares, Granted
14,208
Shares, Vested
(9,141)
Shares, Canceled
(3,522)
Number of Unvested Shares, end of period
81,421
Shares, Vested and outstanding at end of period
  
Weighted Average Grant Date Fair Value Per Share, beginning of period
$19.54
Weighted Average Grant Date Fair Value Per Share, Granted
$48.39
Weighted Average Grant Date Fair Value Per Share, Vested
$18.26
Weighted Average Grant Date Fair Value Per Share, Canceled
$20.74
Weighted Average Grant Date Fair Value Per Share, end of period
$24.67
Weighted Average Grant Date Fair Value Per Share, Vested and outstanding at end of period
  
Common Stock and Stockholders' Equity - Stock Based Compensation Expense Recorded for Employee and Non Employee Stock Options (Details)(USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense
$158,411
$22,646
$284,780
$35,568
Employee
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense
154,480
22,288
280,449
34,415
Non-Employee
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense
$3,931
$358
$4,331
$1,153
Common Stock and Stockholders' Equity - Compensation Expense Allocated (Details)(USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense
$158,411
$22,646
$284,780
$35,568
Cost of Revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense
13,869
1,471
23,700
1,955
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense
92,493
15,772
170,811
24,197
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense
37,547
2,549
65,348
4,614
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense
$14,502
$2,854
$24,921
$4,802
Common Stock and Stockholders' Equity - Schedule of Share-based Payment Award, Valuation Assumptions (Details) (Employee Stock Option)
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2014
Jun. 30, 2013
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected dividend yield
  
  
  
Risk-free interest rate
0.69%
0.69%
1.07%
Expected volatility
40.22%
40.22%
53.77%
Expected term (in years)
2 years 6 months 4 days
2 years 6 months 4 days
5 years 7 months 17 days
Income Taxes - Additional Information (Details)(USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Income Tax Contingency [Line Items]
Provision (benefit) for income taxes
$(5,599,000)
$777,000
$(4,377,000)
$1,134,000
Unrecognized tax benefits, period change
18,100,000
36,400,000
Unrecognized tax benefits, gross
79,500,000
79,500,000
Restricted Common Stock |
Federal
Income Tax Contingency [Line Items]
Increase of Operating Loss Carryforwards
238,100,000
1,154,500,000
Excess tax benefits from restricted stock
109,800,000
787,200,000
Restricted Common Stock |
State
Income Tax Contingency [Line Items]
Increase of Operating Loss Carryforwards
62,700,000
304,000,000
Excess tax benefits from restricted stock
$28,900,000
$207,300,000
Commitments and Contingencies - Additional Information (Details)(USD $)
In Billions, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Other Commitments [Line Items]
Unsecured revolving credit facility
$1.0
Line of credit facility, expiration date
Oct. 22, 2018
Line of credit facility, interest rate description
Loans under the credit facility bear interest, at the Companys 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%.
Base Rate |
Minimum
Other Commitments [Line Items]
Line of credit facility, interest rate
0.00%
Base Rate |
Maximum
Other Commitments [Line Items]
Line of credit facility, interest rate
0.75%
London Interbank Offered Rate (LIBOR) |
Minimum
Other Commitments [Line Items]
Line of credit facility, interest rate
1.00%
London Interbank Offered Rate (LIBOR) |
Maximum
Other Commitments [Line Items]
Line of credit facility, interest rate
1.75%
Commitments and Contingencies - Minimum Commitments Under Non-Cancelable Capital and Operating Lease Agreements (Details)(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Operating Leased And Capital Leased Assets [Line Items]
Remainder of 2014
$39,619
2015
107,321
2016
121,059
2017
123,147
2018
117,191
Thereafter
320,749
Total
829,086
Remainder of 2014
56,248
2015
88,645
2016
50,768
2017
17,215
2018
645
Total
213,521
Less: Amounts representing interest
11,848
Total capital lease obligation
201,673
Less: Short-term portion
99,744
87,126
Long-term portion
$101,929
$110,520
Operations by Geographic Area - Revenue by Geographic Area (Details)(USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Revenue:
Revenue
$312,166
$139,292
$562,658
$253,635
United States
Revenue:
Revenue
210,465
101,383
390,504
190,799
International
Revenue:
Revenue
$101,701
$37,909
$172,154
$62,836
Operations by Geographic Area - Additional Information (Details)(USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue
$312,166
$139,292
$562,658
$253,635
United Kingdom
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue percentage
11.00%
10.00%
10.00%
International
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue
101,701
37,909
172,154
62,836
Sales |
United Kingdom
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue
$33,400
$14,500
$57,300
Revenue |
International
Revenues From External Customers And Long Lived Assets [Line Items]
Number of individual country that contributed in excess of ten percent to revenue
0
Operations by Geographic Area - Long-Lived Assets by Geographic Area (Details)(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Long-lived assets:
Property and equipment, net
$467,634
$332,662
United States
Long-lived assets:
Property and equipment, net
449,320
327,250
International
Long-lived assets:
Property and equipment, net
$18,314
$5,412
Subsequent Events - Additional Information (Details) (Series of Individually Immaterial Business Acquisitions, USD $)
In Millions, unless otherwise specified
6 Months Ended 1 Months Ended
Jun. 30, 2014
Acquisition
Jul. 31, 2014
Subsequent Event
Acquisition
Subsequent Event [Line Items]
Number of businesses acquired
4
4
Business acquisition, common stock issued
3.5
Business acquisition, purchase price cash consideration
$30.4
$31.5
Acquired companies' employees' stock option
0.3