Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 18, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-36067 | ||
Entity Registrant Name | FireEye, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-1548921 | ||
Entity Address, Address Line One | 601 McCarthy Blvd. | ||
Entity Address, City or Town | Milpitas | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95035 | ||
City Area Code | 408 | ||
Local Phone Number | 321-6300 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | FEYE | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3.1 | ||
Entity Common Stock, Shares Outstanding | 222,619,096 | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement for the 2020 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2019 are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001370880 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 334,603 | $ 409,829 |
Short-term investments | 704,955 | 706,691 |
Accounts receivable, net of allowance for doubtful accounts of $2,263 and $2,525 at December 31, 2019 and 2018, respectively | 171,459 | 157,817 |
Inventories | 5,892 | 6,548 |
Prepaid expenses and other current assets | 96,827 | 100,295 |
Total current assets | 1,313,736 | 1,381,180 |
Property and equipment, net | 93,812 | 89,163 |
Operating lease right-of-use assets, net | 58,758 | |
Goodwill | 1,205,292 | 999,804 |
Intangible assets, net | 134,420 | 143,162 |
Deposits and other long-term assets | 84,468 | 82,769 |
TOTAL ASSETS | 2,890,486 | 2,696,078 |
CURRENT LIABILITIES: | ||
Accounts payable | 26,271 | 26,944 |
Operating lease liabilities, current | 18,437 | |
Accrued and other current liabilities | 24,496 | 29,797 |
Accrued compensation | 59,513 | 63,808 |
Convertible senior notes, current, net | 117,288 | 0 |
Deferred revenue, current portion | 603,944 | 556,815 |
Total current liabilities | 849,949 | 677,364 |
Convertible senior notes, net | 893,273 | 962,577 |
Deferred revenue, non-current portion | 370,623 | 378,013 |
Operating lease liabilities, non-current | 70,481 | |
Other long-term liabilities | 4,494 | 27,730 |
Total liabilities | 2,188,820 | 2,045,684 |
Commitments and contingencies (NOTE 11) | ||
Stockholders' equity: | ||
Common stock, par value of $0.0001 per share; 1,000,000 shares authorized, 219,422 and 199,612 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 22 | 20 |
Additional paid-in capital | 3,457,359 | 3,152,159 |
Treasury stock, at cost; 3,333 shares as of December 31, 2019 and 2018 | (150,000) | (150,000) |
Accumulated other comprehensive income (loss) | 1,180 | (2,299) |
Accumulated deficit | (2,606,895) | (2,349,486) |
Total stockholders’ equity | 701,666 | 650,394 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 2,890,486 | $ 2,696,078 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,263 | $ 2,525 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 219,422,000 | 199,612,000 |
Common stock, shares outstanding (in shares) | 219,422,000 | 199,612,000 |
Treasure stock (in shares) | 3,333,000 | 3,333,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||
Total revenue | $ 889,152 | $ 830,950 | $ 779,648 |
Cost of revenue: | |||
Total cost of revenue | 308,892 | 272,475 | 271,647 |
Total gross profit | 580,260 | 558,475 | 508,001 |
Operating expenses: | |||
Research and development | 271,326 | 254,142 | 243,273 |
Sales and marketing | 396,822 | 380,962 | 379,278 |
General and administrative | 111,881 | 105,773 | 125,549 |
Restructuring charges | 10,265 | 0 | 0 |
Total operating expenses | 790,294 | 740,877 | 748,100 |
Operating loss | (210,034) | (182,402) | (240,099) |
Interest income | 22,017 | 16,033 | 9,323 |
Interest expense | (61,927) | (56,426) | (49,766) |
Other expense, net | (1,775) | (14,804) | (10) |
Loss before income taxes | (251,719) | (237,599) | (280,552) |
Provision for income taxes | 5,690 | 5,524 | 4,632 |
Net loss | $ (257,409) | $ (243,123) | $ (285,184) |
Net loss per share, basic and diluted (in usd per share) | $ (1.24) | $ (1.27) | $ (1.60) |
Weighted average shares used in computing net loss per share, basic and diluted (in shares) | 207,234 | 190,803 | 177,757 |
Product, subscription and support | |||
Revenue: | |||
Total revenue | $ 708,836 | $ 687,382 | $ 645,965 |
Cost of revenue: | |||
Total cost of revenue | 210,432 | 188,301 | 190,786 |
Professional services | |||
Revenue: | |||
Total revenue | 180,316 | 143,568 | 133,683 |
Cost of revenue: | |||
Total cost of revenue | $ 98,460 | $ 84,174 | $ 80,861 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (257,409) | $ (243,123) | $ (285,184) |
Change in net unrealized gains (losses) on available-for-sale investments, net of tax | 3,479 | 582 | (1,139) |
Comprehensive loss | $ (253,930) | $ (242,541) | $ (286,323) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Convertible Senior Notes due 2024 | Convertible Senior Notes due 2024Additional Paid-In Capital | Series A Notes | Series A NotesAdditional Paid-In Capital |
Beginning balance (in shares) at Dec. 31, 2016 | 174,596 | |||||||||
Beginning balance at Dec. 31, 2016 | $ 710,005 | $ 17 | $ 2,682,909 | $ (150,000) | $ (1,742) | $ (1,821,179) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Issuance of common stock for equity awards, net of repurchases and tax withholdings (in shares) | 10,513 | |||||||||
Issuance of common stock for equity awards, net of repurchases and tax withholdings | 17,743 | $ 2 | 17,741 | |||||||
Issuance of common stock related to employee stock purchase plan (in shares) | 1,737 | |||||||||
Issuance of common stock related to employee stock purchase plan | 20,094 | 20,094 | ||||||||
Issuance of common stock related to acquisition (in shares) | 259 | |||||||||
Issuance of common stock related to acquisition | 4,361 | 4,361 | ||||||||
Stock-based compensation | 166,336 | 166,336 | ||||||||
Unrealized gain (loss) on investments | (1,139) | (1,139) | ||||||||
Net loss | (285,184) | (285,184) | ||||||||
Beginning balance at Dec. 31, 2017 | 632,216 | $ 19 | 2,891,441 | (150,000) | (2,881) | (2,106,363) | ||||
Beginning balance (in shares) at Dec. 31, 2017 | 187,105 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Issuance of common stock for equity awards, net of repurchases and tax withholdings (in shares) | 9,774 | |||||||||
Issuance of common stock for equity awards, net of repurchases and tax withholdings | 6,889 | $ 1 | 6,888 | |||||||
Issuance of common stock related to employee stock purchase plan (in shares) | 1,717 | |||||||||
Issuance of common stock related to employee stock purchase plan | 20,816 | 20,816 | ||||||||
Issuance of common stock related to acquisition (in shares) | 1,016 | |||||||||
Issuance of common stock related to acquisition | 15,387 | 15,387 | ||||||||
Stock-based compensation | 157,795 | 157,795 | ||||||||
Unrealized gain (loss) on investments | 582 | 582 | ||||||||
Purchase of capped calls | (65,220) | (65,220) | ||||||||
Equity component of issuance / partial repurchase of notes, net | $ 138,064 | $ 138,064 | $ (13,012) | $ (13,012) | ||||||
Net loss | (243,123) | (243,123) | ||||||||
Beginning balance at Dec. 31, 2018 | 650,394 | $ 20 | 3,152,159 | (150,000) | (2,299) | (2,349,486) | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 199,612 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Issuance of common stock for equity awards, net of repurchases and tax withholdings (in shares) | 9,624 | |||||||||
Issuance of common stock for equity awards, net of repurchases and tax withholdings | 4,187 | $ 1 | 4,186 | |||||||
Issuance of common stock related to employee stock purchase plan (in shares) | 1,781 | |||||||||
Issuance of common stock related to employee stock purchase plan | 22,086 | 22,086 | ||||||||
Issuance of common stock related to acquisition (in shares) | 8,405 | |||||||||
Issuance of common stock related to acquisition | 121,158 | $ 1 | 121,157 | |||||||
Stock-based compensation | 157,771 | 157,771 | ||||||||
Unrealized gain (loss) on investments | 3,479 | |||||||||
Net loss | (257,409) | (257,409) | ||||||||
Beginning balance at Dec. 31, 2019 | $ 701,666 | $ 22 | $ 3,457,359 | $ (150,000) | $ 1,180 | $ (2,606,895) | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 219,422 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (257,409) | $ (243,123) | $ (285,184) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 103,305 | 86,505 | 103,417 |
Stock-based compensation | 153,517 | 153,675 | 166,336 |
Non-cash interest expense related to convertible senior notes | 47,983 | 43,273 | 37,598 |
Loss on repurchase of convertible senior notes | 0 | 10,764 | 0 |
Deemed repayment of convertible senior notes attributable to accreted debt discount | 0 | (43,575) | 0 |
Change in fair value of contingent earn-out liability | 0 | 0 | (54) |
Deferred income taxes | (257) | (930) | (1,287) |
Other | 945 | 4,715 | 7,170 |
Changes in operating assets and liabilities, net of business acquisitions: | |||
Accounts receivable | (12,109) | (11,605) | (14,434) |
Inventories | 51 | (5,216) | (3,333) |
Prepaid expenses and other assets | 7,003 | (13,779) | 5,365 |
Accounts payable | 4,707 | (8,205) | 6,040 |
Accrued liabilities | (3,074) | 10,234 | (3,659) |
Accrued compensation | (4,295) | 4,220 | 2,565 |
Deferred revenue | 36,987 | 24,728 | (17,649) |
Other long-term liabilities | (9,817) | 5,700 | 14,749 |
Net cash provided by operating activities | 67,537 | 17,381 | 17,640 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment and demonstration units | (45,605) | (50,831) | (43,779) |
Purchases of short-term investments | (617,194) | (479,862) | (409,358) |
Proceeds from maturities of short-term investments | 620,580 | 487,141 | 397,483 |
Proceeds from sales of short-term investments | 0 | 0 | 3,620 |
Business acquisitions, net of cash acquired | (127,249) | (5,240) | (4,300) |
Purchase of investment in private company | 0 | 0 | (2,500) |
Lease deposits | 432 | 275 | |
Lease deposits | (489) | ||
Net cash used in investing activities | (169,036) | (48,517) | (59,323) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from issuance of convertible senior notes | 0 | 584,405 | 0 |
Purchase of capped calls | 0 | (65,220) | 0 |
Repurchase of convertible senior notes | 0 | (286,817) | 0 |
Payments for contingent earn-outs | 0 | 0 | (38,928) |
Payment related to shares withheld for taxes | 0 | 0 | (1,408) |
Proceeds from employee stock purchase plan | 22,086 | 20,816 | 20,094 |
Proceeds from exercise of equity awards | 4,187 | 6,890 | 19,149 |
Net cash provided by (used in) financing activities | 26,273 | 260,074 | (1,093) |
Net change in cash and cash equivalents | (75,226) | 228,938 | (42,776) |
Cash and cash equivalents, beginning of period | 409,829 | 180,891 | 223,667 |
Cash and cash equivalents, end of period | 334,603 | 409,829 | 180,891 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for income taxes | 4,777 | 4,780 | 5,360 |
Cash paid for interest | 13,934 | 13,035 | 12,075 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Common stock issued in connection with acquisitions | 119,682 | 15,387 | 4,361 |
Purchases of property and equipment and demonstration units in accounts payable and accrued liabilities | $ 5,264 | $ 12,818 | $ 13,353 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Description of Business FireEye, Inc., with principal executive offices located in Milpitas, California, was incorporated as NetForts, Inc. on February 18, 2004, under the laws of the State of Delaware, and changed its name to FireEye, Inc. on September 7, 2005. FireEye, Inc. and its wholly owned subsidiaries (collectively, the “Company”, “we”, “us” or “our”) provide comprehensive intelligence-based cybersecurity solutions that allow organizations to prepare for, prevent, investigate, respond to and remediate cyber attacks, including attacks that target on-premise, cloud and critical infrastructure environments. Our portfolio of cyber security products and services helps customers minimize the risk of costly cyber security breaches by: • validating the effectiveness of existing cybersecurity controls before an attack occurs, • detecting and preventing advanced, targeted and other evasive attacks missed by other security controls, • enabling more efficient management of security operations, including alert management, investigations and response when a breach occurs, and • providing assessment, training and other strategic security consulting services that help organizations improve their resilience to attack. Our portfolio of cybersecurity solutions includes threat detection and prevention products that include appliance-based, virtual and cloud solutions for web security, email security and endpoint security. These products are complemented by our cloud-based threat intelligence, security analytics and security automation and orchestration technologies, as well as our managed security services, cybersecurity consulting and incident response offerings. In combination, our solutions and services enable a proactive approach to cybersecurity that extends across the threat management lifecycle to minimize the risk of costly cybersecurity breaches. We have organized our cybersecurity solutions in a hub and spokes model designed to integrate machine-generated threat data from our detection and prevention products with our analytics, response and orchestration technologies delivered through our Helix cybersecurity operations platform. Helix is designed to enable more efficient security operations by correlating security and event data across an organization’s environment to determine which threats present the greatest risk, automate repetitive security processes, and provide tools and workflows to investigate and respond to attacks. The Helix cloud-based interface presents a unified view of an organization’s attack surface, including on-premise and cloud environments, and provides the contextual threat intelligence and threat management tools to enable a rapid response. On January 17, 2020, we acquired Cloudvisory LLC, a provider of cloud visibility and control solutions. As consideration for the acquisition, we paid approximately $13.5 million in cash. We are currently in the process of completing the preliminary purchase price allocation, which will be included in our Quarterly Report on Form 10-Q for the quarter ending March 31, 2020. In May 2019, we acquired Verodin, Inc. ("Verodin"), a security instrumentation platform company. As consideration for the acquisition, we paid $143.7 million in cash, issued 8,404,609 shares of our common stock with an estimated fair value of $119.7 million and recognized $1.5 million of the fair value of assumed stock options attributable to pre-combination services. In the three months ended June 30, 2018, we issued $600 million aggregate principal amount of 0.875% Convertible Senior Notes due 2024 (the "2024 Notes"), in a private placement to qualified institutional purchasers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). We recognized total net proceeds after the initial purchasers' discount and issuance costs of $584.4 million . In connection with the issuance of the 2024 Notes, we also entered into capped call transactions (the "Capped Calls") with certain parties affiliated with the initial purchasers of the 2024 Notes. We paid approximately $65.2 million for the Capped Calls, which have an initial strike price of $23.17 per share, which corresponds to the initial conversion price of the 2024 Notes. The Capped Calls have an initial cap price of $34.32 per share subject to certain adjustments as set forth in the confirmations for the Capped Calls. In May 2018, in a separate transaction, we repurchased $340.2 million aggregate principal of existing 1.000% Convertible Senior Notes due 2035 (the "Series A Notes"). We used $330.4 million of the net proceeds from the 2024 Notes offering to repurchase such portion of the Series A Notes. In January 2018, we completed the acquisition of privately-held X15 Software, Inc. ("X15"), a data management company. As consideration for the acquisition, we paid cash consideration of $5.3 million and issued 1,016,334 shares of our common stock with an estimated fair value of $15.4 million . In October 2017, we acquired Clean Communications Limited (d/b/a The Email Laundry) ("The Email Laundry"), a privately-held email security company. We paid cash consideration of $4.3 million and issued 259,425 shares of our common stock with an estimated fair value of $4.4 million . The majority of our products, subscriptions and services are sold to end-customers through distributors, resellers, and strategic partners, with a lesser percentage of sales directly to our end-customers. Basis of Presentation and Consolidation The consolidated financial statements include the accounts of FireEye, Inc. and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such management estimates include, but are not limited to, determining the nature and timing of satisfaction of performance obligations, useful life of our security appliances that are dependent on intelligence and assessing the material rights associated with it, determining the standalone selling price ("SSP") of performance obligations, subscriptions and services, commissions expense including the period of benefit of customer acquisition cost, bonus expense, future taxable income, contract manufacturer liabilities, litigation and settlement costs and other loss contingencies, fair value of our equity awards, achievement of targets for performance stock units, fair value of the liability and equity components of the Convertible Senior Notes and the purchase price allocation of acquired businesses. We base our estimates on historical experience and on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods, and it is possible that actual results could differ from current or revised future estimates. Concentrations Financial instruments that subject us to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. We maintain a substantial portion of our cash and cash equivalents in money market funds invested in U.S. Treasury related obligations. Management believes that these financial institutions are financially sound and, accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. Our short-term investments primarily consist of notes and bonds issued by corporate institutions and U.S. Government agencies. All of our investments are highly-rated by credit rating agencies and are issued by organizations with reputable credit, and therefore bear minimal credit risk. Our accounts receivables are primarily derived from a diverse set of customers across various geographical locations. We perform ongoing credit evaluations of our customers and generally do not require collateral on accounts receivable. We maintain an allowance for doubtful accounts for estimated potential credit losses. See Note 17 for information on major customers. We rely primarily on a single contract manufacturer to assemble our products. In some cases, we rely on sole suppliers for certain components. Foreign Currency Translation and Transactions The functional currency of our foreign subsidiaries is the U.S. dollar. We translate all monetary assets and liabilities denominated in foreign currencies into U.S. dollars using the exchange rates in effect at the balance sheet dates and other assets and liabilities using historical exchange rates. Foreign currency denominated revenue and expenses have been re-measured using the average exchange rates in effect during each period. Foreign currency translation and transaction gains and losses have been included in other income (expense) and have not been significant for the years ended December 31, 2019 , 2018 and 2017 . For the years ended December 31, 2019 , 2018 and 2017 , we recognized a loss of $0.7 million , a loss of $1.5 million and a gain of $1.8 million , respectively. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. We determine the appropriate classification of our investments at the time of purchase, and evaluate such designation at each balance sheet date. Short-term Investments We classify our investments in debt and equity securities as available-for-sale and record these investments at fair value. Investments with an original maturity of three months or less at the date of purchase are considered cash equivalents, while all other investments are classified as short-term or long-term based on the nature of the investments, their maturities, and their availability for use in current operations. Unrealized gains and losses are reported as a component of other comprehensive loss. Realized gains and losses are determined based on the specific identification method, and are reflected in our Consolidated Statements of Operations. We regularly review our investment portfolio to identify and evaluate investments that have indicators of possible impairment. Factors considered in determining whether a loss is other-than-temporary include, but are not limited to: the length of time and extent a security’s fair value has been below its cost, the financial condition and near-term prospects of the investee, the credit quality of the security’s issuer, likelihood of recovery and our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in value. For our debt instruments, we also evaluate whether we have the intent to sell the security or it is more likely than not that we will be required to sell the security before recovery of its cost basis. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, the duration and extent to which the fair value is less than cost and whether we have plans to sell the security, or it is more likely than not that we will be required to sell the security, before recovery. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new cost basis in the investment is established. Fair Value of Financial Instruments We define fair value as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities due to their short-term nature. Inventories Inventories are stated at the lower of cost or net realizable value. Provisions have been made to reduce all slow-moving, obsolete or unusable inventories to their net realizable values. We purchase completed units from contract manufacturers and substantially all of our inventories are finished goods held for use as service replacements. As of December 31, 2019 and 2018 , the reserves for excess and obsolete inventories were $5.9 million and $5.2 million , respectively. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally two to five years. The estimated useful lives of property and equipment are described below: Property and Equipment Useful Life Computer equipment and software 2 to 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Furniture and fixtures 5 years Machinery and equipment 2 to 5 years Demonstration Units Product demonstration units are included in prepaid expenses and other current assets on the consolidated balance sheets. Demonstration units are recorded at cost and are amortized over the estimated useful life from the date of transfer from inventory, generally 12 months. We generally do not resell units that have been used for demonstration purposes. Leases We determine if an arrangement is a lease and classification of that lease, if applicable, at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether we have a right to direct the use of the asset. We currently do not have any finance leases. We have elected to not recognize a lease liability or right-of-use ("ROU") asset for short-term leases (leases with a term of twelve months or less and do not include an option we are reasonably certain to exercise to purchase the underlying asset). ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the present value of the lease payments over the lease, plus any initial direct costs incurred and less any lease incentives received. Annually, all ROU assets are reviewed for impairment. The lease liability is initially measured at lease commencement date based on the present value of minimum lease payments over the lease term. As the rates implicit in the leases are not readily available, we use our Incremental Borrowing Rate ("IBR") based on the information available at commencement date of a lease in determining the present value of lease payments. The determination of our IBR requires judgment. We took into consideration our recent debt offerings as well as external credit rating factors when determining our current IBR. Our lease terms may include options to extend or terminate the lease. We do not include these options in our minimum lease terms unless we believe they are reasonably certain to be exercised. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Non-lease components (i.e. common area maintenance) are separate from the lease components and are paid on actual usage. Therefore, the non-lease components are not included in the determination of the ROU asset or lease liability and are reflected as an expense in the period incurred. Our operating lease costs for operating lease payments are recognized on a straight-line basis over the lease term. We also sublease certain office space to third-parties. Our subleases consist of office space which was vacated as part of restructuring activities in 2016. We do not recognize ROU assets or lease liabilities associated with subleased office spaces in which we are the sublessor. Sublease income is recognized ratably over the term of the agreement. Impairment of Long-Lived Assets We evaluate events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of an asset, we record an impairment charge for the amount by which the carrying amount of the assets exceeds the fair value of the asset. Through December 31, 2019 we have not written down any of our long-lived assets as a result of impairment. Business Combinations We have accounted for all of our acquisitions using the acquisition method. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired, based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to identifiable intangible assets. Significant assumptions used in valuing certain identifiable intangible assets include, but are not limited to, expected long-term market growth, future expected operating expenses, costs of capital, and appropriate discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates. Goodwill and Purchased Intangibles Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as one reporting unit and has selected December 1 as the date to perform its annual impairment test. In the valuation of its goodwill, the Company must make assumptions regarding estimated future cash flows to be derived from the Company. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss would be calculated by comparing the implied fair value of the Company to its net book value. In calculating the implied fair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the Company over the amount assigned to its other assets and liabilities represents the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. There was no impairment of goodwill recorded for the years ended December 31, 2019 , 2018 or 2017 . Purchased intangible assets with finite lives are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets. Purchased intangible assets with indefinite lives are assessed for potential impairment annually, or when events or circumstances indicate that their carrying amounts might be impaired. Warranties We generally provide a one -year warranty on hardware. We do not accrue for potential warranty claims as a component of cost of product revenue as all product warranty claims are satisfied under our support and maintenance contracts. Contract Manufacturer Liabilities We outsource most of our manufacturing, repair, and supply chain management operations to our independent contract manufacturers and payments to such manufacturers are a significant portion of our product cost of revenue. Although we could be contractually obligated to purchase manufactured products, we generally do not own the manufactured products. Product title transfers from our independent contract manufacturers to us and to our partners upon shipment. Our independent contract manufacturers assemble our products using design specifications, quality assurance programs, and standards that we establish, and they procure components and assemble our products based on our demand forecasts. These forecasts represent our estimates of future demand for our products based upon historical trends and analysis from our sales and product management functions as adjusted for overall market conditions. If the actual component usage and product demand are significantly lower than forecast, we may accrue for costs for contractual manufacturing commitments in excess of our forecasted demand, including costs for excess components or for carrying costs incurred by our contract manufacturers. To date, we have not accrued any significant costs associated with this exposure. Contract Balances Accounts Receivable Trade accounts receivable are recorded at the billable amount where we have the unconditional right to bill, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on our assessment of the collectability of accounts. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice, each customer's expected ability to pay and collection history, when applicable, to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. Deferred Revenue (Contract Liabilities) and Contract Assets Deferred revenue consists of amounts for which we have the unconditional right to bill, but have not been recognized as revenue because the related goods or services have not been transferred. These amounts include non-refundable customer deposits that are prepaid for future performance obligations, such as delivery of our Expertise on Demand units and pre-paid retainers. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current. Our contract assets consist of assets typically resulting when revenue recognized but for which we do not have the right to bill the customer due to allocation of transaction price, and such amounts have been included in prepaid expenses and other current assets. Our contract assets were immaterial as of December 31, 2019 and December 31, 2018 . In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period. Assets Recognized from Costs to Obtain a Contract with a Customer Deferred Commissions Our customer acquisition costs are primarily related to sales commissions and related payroll taxes earned by our sales force and such costs are considered incremental costs to obtain a contract. Sales commissions for initial contracts are deferred and then amortized taking into consideration the pattern of transfer to which the asset relates and may include expected renewal periods where renewal commissions are not commensurate with the initial commissions period. We typically recognize the initial commissions over the longer of the customer relationship (generally estimated to be four years) or over the same period as the initial revenue arrangement to which these costs relate. Renewal commissions not commensurate with the initial commissions paid are generally amortized over the renewal period. Deferred commissions that will amortize within the succeeding twelve month period are classified as current, and included in prepaid expenses and other current assets on the Consolidated Balance Sheets. The remaining balance is classified as non-current, and included in deposits and other long-term assets. As of December 31, 2019 and December 31, 2018 , the amount of deferred commissions included in prepaid expenses and other current assets was $53.0 million and $50.1 million , respectively. The amount of deferred commissions included in deposits and other long-term assets as of December 31, 2019 and December 31, 2018 was $49.8 million and $50.5 million , respectively. Deferred Costs of Revenue Deferred costs of revenue consists of appliance related direct and incremental costs that are capitalized and will be amortized on a systematic basis that is consistent with the pattern of transfer to which the asset relates. Deferred costs of revenue that will be realized within the succeeding twelve month period are classified as current, and included in prepaid expenses and other current assets on the Consolidated Balance Sheets. The remaining balance is classified as non-current, and included in deposits and other long-term assets. As of December 31, 2019 and December 31, 2018 , the amount of deferred costs of revenue classified as current and included in prepaid expenses and other current assets was $17.2 million and $17.0 million , respectively. The amount of deferred costs of revenue classified as non-current and included in deposits and other long-term assets as of December 31, 2019 and December 31, 2018 was $21.9 million and $20.3 million , respectively. Revenue Recognition Revenue from Contracts with Customers Revenue is recognized when all of the following criteria are met: • Identification of the contract, or contracts, with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) we determine that collection of substantially all consideration to which it will be entitled in exchange for goods or services that will be transferred is probable based on the customer’s intent and ability to pay the promised consideration. • Identification of the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. • Determination of the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer adjusted for estimated variable consideration, if any. We typically estimate the transaction price impact of discounts offered to the customers for early payments on receivables or rebates based on channel partner sales achievements. Constraints are applied when estimating variable considerations based on historical experience where applicable. • Allocation of the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP basis. Determination of SSP requires judgment. We determine standalone selling price taking into account available information such as historical selling prices of the performance obligation, geographic location, overall strategic pricing objective, market conditions and internally approved pricing guidelines related to the performance obligations. • Recognition of revenue when, or as, we satisfy performance obligation - We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at or over the time the related performance obligation is satisfied by transferring a promised good or service to a customer. Nature of Products and Services We generate revenue from the sales of physical and virtual security appliances (products), subscriptions, support and maintenance and professional services, primarily through our indirect relationships with our partners or direct relationships with end customers through our direct sales force. We account for our performance obligations in accordance with ASC 606, and all related interpretations. Our security appliance deliverables include proprietary operating system software, which together with regular security intelligence updates and support and maintenance, deliver the essential functionality of our appliance-based security products. We combine appliances and software licenses with the related intelligence subscription and support as a single performance obligation. As a result, we recognize revenue for this single performance obligation ratably over the contractual term. Contracts containing this single performance obligation typically contain a material right of renewal option. For contracts that contain a material right of renewal option, the allocated value of the performance obligation is recognized ratably over the period between the end of the initial contractual term and the end of the estimated useful life of the related appliance and license. Revenue from subscriptions to our cloud-based solutions, which allow customers to use our hosted security software over a contracted period without taking possession of the software and managed services where we provide managed detection and response services for customers, are recognized over the contractual term. A small portion of our revenue is from appliances and software that are not dependent on regular threat intelligence updates. Revenue from these appliances and software is therefore recognized when ownership is transferred to our customers, typically upon shipment. Professional services, which include incident response, security assessments, and other strategic security consulting services are offered on a time-and-materials basis or through fixed fee arrangements, and we recognize the associated revenue as the services are delivered. Advertising Costs Advertising costs, whi |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The accounting guidance for fair value measurements provides a framework for measuring fair value on either a recurring or nonrecurring basis, whereby the inputs used in our valuation techniques are assigned a hierarchical level. The following are the three levels of inputs to measure fair value: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs that reflect quoted prices for identical assets or liabilities in less active markets; quoted prices for similar assets or liabilities in active markets; benchmark yields, reported trades, broker/dealer quotes, inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3: Unobservable inputs that reflect our own assumptions incorporated in valuation techniques used to measure fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our own or the counterparty’s non-performance risk is considered in measuring the fair values of assets. The following table presents our assets and liabilities measured at fair value on a recurring basis using the above input categories (in thousands): As of December 31, 2019 As of December 31, 2018 Description Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 24,246 $ — $ — $ 24,246 $ 25,748 $ — $ — $ 25,748 U.S. Treasuries — — — — — — — — Total cash equivalents $ 24,246 $ — $ — $ 24,246 $ 25,748 $ — $ — $ 25,748 Short-term investments: Certificates of deposit — 5,145 — 5,145 — — — — Commercial paper — — — — — — — — Corporate notes and bonds — 472,908 — 472,908 — 448,323 — 448,323 U.S. Treasuries — 48,069 — 48,069 — 112,700 — 112,700 U.S. Government agencies — 178,833 — 178,833 — 145,668 — 145,668 Total short-term investments $ — $ 704,955 $ — $ 704,955 $ — $ 706,691 $ — $ 706,691 Total assets measured at fair value $ 24,246 $ 704,955 $ — $ 729,201 $ 25,748 $ 706,691 $ — $ 732,439 Additionally, we have a restructuring liability related to certain real estate facilities which was calculated based on the present value of future lease payments, less estimated sublease income, discounted at a rate commensurate with our current cost of financing. This non-recurring fair value measurement is considered to be a Level 3 measurement due to the use of significant unobservable inputs. To the extent that actual sublease income or the timing of subleasing these facilities is different than initial estimates, we will adjust the restructuring liability in the period during which such information becomes known. See Note 6 Restructuring Charges for a reconciliation of this liability. We measure certain assets, including goodwill, intangible assets and our equity-method investment in a private company at fair value on a nonrecurring basis when there are identifiable events or changes in circumstances that may have a significant adverse impact on the fair value of these assets. No such events or changes occurred during the year ended December 31, 2019 . The estimated fair value of the Convertible Senior Notes as of December 31, 2019 was determined to be $1.1 billion , based on quoted market prices. We consider the fair value of the Convertible Senior Notes to be a Level 2 measurement as they are not actively traded. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Our investments consisted of the following (in thousands): As of December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Certificates of deposit $ 5,118 $ 27 $ — $ 5,145 $ — $ 5,145 Corporate notes and bonds 471,172 $ 1,950 (214 ) 472,908 — 472,908 U.S. Treasuries 48,086 2 (19 ) 48,069 — 48,069 U.S. Government agencies 178,891 52 (110 ) 178,833 — 178,833 Total $ 703,267 $ 2,031 $ (343 ) $ 704,955 $ — $ 704,955 As of December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Corporate notes and bonds $ 450,097 $ 44 $ (1,818 ) $ 448,323 $ — $ 448,323 U.S. Treasuries 112,783 2 (85 ) 112,700 — 112,700 U.S. Government agencies 146,110 — (442 ) 145,668 — 145,668 Total $ 708,990 $ 46 $ (2,345 ) $ 706,691 $ — $ 706,691 The following tables present the gross unrealized losses and related fair values of our investments that have been in a continuous unrealized loss position (in thousands): As of December 31, 2019 Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Certificates of deposit $ 244 $ — $ — $ — $ 244 $ — Corporate notes and bonds 117,271 (205 ) 24,514 (9 ) 141,785 (214 ) U.S. Treasuries 5,041 (2 ) 33,996 (17 ) 39,037 (19 ) U.S. Government agencies 91,221 (103 ) 25,997 (7 ) 117,218 (110 ) Total $ 213,777 $ (310 ) $ 84,507 $ (33 ) $ 298,284 $ (343 ) As of December 31, 2018 Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Certificates of deposit $ — $ — $ — $ — $ — $ — Corporate notes and bonds 420,548 (1,817 ) 1,526 (2 ) 422,074 (1,819 ) U.S. Treasuries 105,525 (85 ) — — 105,525 (85 ) U.S. Government agencies 137,416 (441 ) — — 137,416 (441 ) Total $ 663,489 $ (2,343 ) $ 1,526 $ (2 ) $ 665,015 $ (2,345 ) Unrealized losses related to these investments are due to interest rate fluctuations as opposed to credit quality. In addition, we do not intend to sell, and it is not more likely than not that we would be required to sell, these investments before recovery of their cost basis. As a result, there is no other-than-temporary impairment for these investments as of December 31, 2019 and 2018 . The following table summarizes the contractual maturities of our investments at December 31, 2019 (in thousands): Amortized Cost Fair Value Due within one year $ 265,128 $ 265,483 Due within one to three years 438,139 439,472 Total $ 703,267 $ 704,955 All available-for-sale securities have been classified as current, based on management's intent and ability to use the funds in current operations. As of December 31, 2019 , we held a 10.0% ownership interest in a privately held company which is accounted for under the equity method based on our ability to exercise significant influence over the company's operating and financial policies. Our investments in this company are classified within deposits and other long-term assets on our consolidated balance sheets. The carrying value of our investments was zero and $0.5 million as of December 31, 2019 and 2018 , respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consisted of the following (in thousands): As of December 31, 2019 2018 Computer equipment and software $ 203,242 $ 171,078 Leasehold improvements 64,180 62,832 Furniture and fixtures 15,496 13,835 Machinery and equipment 465 447 Total property and equipment $ 283,383 $ 248,192 Less: accumulated depreciation (189,571 ) (159,029 ) Total property and equipment, net $ 93,812 $ 89,163 During the years ended December 31, 2019 , 2018 and 2017 we capitalized $22.5 million , $22.5 million and $14.2 million , respectively, of software development costs related to our cloud subscription offerings. Amortization expense related to capitalized software development costs during the years ended December 31, 2019 , 2018 and 2017 was $16.7 million , $10.2 million and $5.6 million , respectively. Depreciation and amortization expense related to property and equipment and demonstration units during the years ended December 31, 2019 , 2018 and 2017 was $38.2 million , $36.7 million and $41.8 million , respectively. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Acquisition of The Email Laundry On October 20, 2017, we acquired all of the outstanding shares of The Email Laundry, a privately held email security company, which is expected to enhance our current email offerings. In connection with this acquisition, we paid cash consideration of $4.3 million and issued 259,425 shares of our common stock with an estimated fair value of $4.4 million , resulting in total purchase consideration of $8.7 million . The purchase price is subject to customary working capital and related adjustments. The purchase price was allocated to intangible assets of $2.7 million , goodwill of $6.4 million and tangible net liabilities of $0.3 million . The intangible assets are composed of technology and customer relationships, each with an estimated weighted average useful life of 3 years. The goodwill is primarily attributable to the know-how of the workforce and is not expected to be deductible for U.S. federal income tax purposes. The results of operations of The Email Laundry have been included in our consolidated statements of operations from the acquisition date. Pro forma financial information has not been presented for this acquisition as the impact to our consolidated financial statements was not material. Acquisition of X15 On January 11, 2018, we acquired all outstanding shares of privately held X15, a data management company. We expect that the X15 technology will be incorporated into our platform and analytics capabilities going forward. In connection with this acquisition, we paid cash consideration of $5.3 million and issued 1,016,334 shares of our common stock with an estimated fair value of $15.4 million , resulting in total purchase consideration of $20.7 million . The purchase price was allocated to intangible assets of $6.1 million , goodwill of $15.1 million and net tangible liabilities of $0.5 million . The intangible asset relates to developed technology with an estimated weighted average useful life of 3 years. The goodwill is primarily attributable to the know-how of the workforce and is not expected to be deductible for U.S. federal income tax purposes. The results of operations of X15 have been included in our consolidated statements of operations from the acquisition date. Pro forma financial information has not been presented for this acquisition as the impact to our consolidated financial statements was not material. Acquisition of Verodin On May 28, 2019, we acquired all outstanding shares of privately held Verodin, a security instrumentation platform company. We expect that the Verodin technology will be integrated with our platform and analytics capabilities, as well as some of our professional services offerings, going forward. In connection with this acquisition, we paid cash consideration of $143.7 million and issued 8,404,609 shares of our common stock with an estimated fair value of $119.7 million. We also assumed unvested stock options, which are now exercisable for our common stock, of which $1.5 million of the fair value has been accounted for as consideration for assumed awards pertaining to pre-combination service prior to acquisition. Based on the above, total purchase consideration for Verodin was $264.9 million. The acquisition of Verodin was accounted for in accordance with the acquisition method of accounting for business combinations with FireEye as the accounting acquirer. We expensed the related acquisition costs of $0.6 million in general and administrative expenses. Under the acquisition method of accounting, the total purchase consideration is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The total purchase price of $264.9 million was allocated using information currently available to us. As a result, we may continue to adjust the preliminary purchase price allocation after obtaining more information regarding asset valuations, liabilities assumed, and revisions of preliminary estimates. Pro forma financial information has not been presented for this acquisition as the impact to our consolidated financial statements was not material. Allocation of the preliminary purchase price is as follows (in thousands): Amount Net tangible assets assumed $ 15,036 Intangible assets 45,200 Deferred tax liability (886 ) Goodwill 205,532 Total preliminary purchase price allocation $ 264,882 The preliminary purchase price exceeded the fair value of the net tangible assets and identifiable intangible assets acquired, resulting in the recognition of goodwill. Goodwill is primarily attributable to expected synergies in our subscription offerings and cross-selling opportunities. None of the goodwill is expected to be deductible for U.S. federal income tax purposes. Intangible assets consist primarily of developed technology, customer relationships, trade name and contract backlog. Intangible assets attributable to developed technology include a combination of patented and unpatented technology, trade secrets, computer software and research processes that represent the foundation for the existing and planned new products to facilitate the generation of new content. Customer relationship intangibles relate to Verodin's ability to sell current and future content, as well as products built around this content, to its existing customers. Trade name is attributable to marketing goods and services under the Verodin brand. Contract backlog pertains to unbilled and unrecognized contracts yet to be fulfilled. The estimated useful life and fair values of the identifiable intangible assets are as follows (dollars in thousands): Preliminary Estimated Useful Life (in years) Amount Developed technology 5 $ 38,300 Customer relationships 5 4,600 Trade name 5 1,600 Contract backlog 2 700 Total identifiable intangible assets $ 45,200 The value of developed technology was estimated using the excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows. To reflect the fact that certain other assets contribute to the cash flows generated, the returns for these contributory assets were removed to arrive at estimated cash flows solely attributable to the acquired technology, which were discounted at a rate of 12% to determine the fair value. The value of customer relationships was estimated using the cost savings method, an income level approach (Level 3), which estimates the value of an asset based upon costs avoided through ownership of the asset. Estimated costs on projected revenues, excluding acquired contract backlog, were made using historical data pertaining to sales to new and existing customers. The cash flow impact of projected cost savings, primarily avoidance of legal costs pertaining to new customers and lower commission rates applicable to existing customers than new customers, were discounted at a rate of 11% to determine the fair value. The value of the trade name was estimated using the relief-from-royalty method, an income approach (Level 3), which estimates the cost savings that accrue to the owner of the intangibles asset that would otherwise be payable as royalties or license fees on revenues earned through the use of the asset. A royalty rate was applied to the projected revenues associated with the intangible asset to determine the amount of savings, which was at a rate of 12% to determine the fair value. The value of the contract backlog was estimated by discounting estimated cash flows from existing orders, an income level approach (Level 3). Using expected timing of backlog revenue realization by quarter, the cash flow estimates resulting therefrom were reduced by estimated fulfillment costs associated with completing the backlog obligations, and the net cash flows were then discounted at a rate of 8% to determine fair value. Discount rates for each respective intangible asset were determined by accounting for the risk associated with each asset, including required technology development and customer acquisition required to support respective projections, the uncertainty of market success and the risk inherent with projected financial results. The estimated useful lives were determined by evaluating the expected economic and useful lives of the assets and of similar intangible assets from previous business combinations and adjusting accordingly after taking into account circumstances that may be unique to Verodin. Acquisition of Cloudvisory LLC On January 17, 2020, we acquired Cloudvisory LLC, a provider of cloud visibility and control solutions. As consideration for the acquisition, we paid approximately $13.5 million in cash. We are currently in the process of completing the preliminary purchase price allocation, which will be included in our Quarterly Report on Form 10-Q for the quarter ending March 31, 2020. Goodwill and Purchased Intangible Assets Changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 were as follows (in thousands): Amount Balance as of December 31, 2017 $ 984,661 Goodwill acquired 15,143 Balance as of December 31, 2018 $ 999,804 Goodwill acquired 205,488 Balance as of December 31, 2019 $ 1,205,292 Purchased intangible assets consisted of the following (in thousands): As of December 31, 2019 2018 Developed technology $ 148,303 $ 110,003 Content 158,700 158,700 Customer relationships 115,690 111,090 Contract backlog 13,200 12,500 Trade names 17,160 15,560 Non-competition agreements 1,400 1,400 Total intangible assets $ 454,453 409,253 Less: accumulated amortization (320,033 ) (266,091 ) Total net intangible assets $ 134,420 $ 143,162 Amortization expense of intangible assets during the years ended December 31, 2019 , 2018 and 2017 was $53.9 million , $50.3 million and $59.3 million , respectively. The expected future annual amortization expense of intangible assets as of December 31, 2019 is presented below (in thousands): Years Ending December 31, Amount 2020 $ 43,154 2021 38,379 2022 27,109 2023 22,005 2024 3,692 2025 and thereafter 81 Total $ 134,420 |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges In January 2019, we implemented a restructuring plan designed primarily to align our resources with the strategic growth initiatives of the business. This restructuring plan resulted in a reduction of less than 2% of our total workforce as of March 31, 2019, as well as exiting and downsizing of certain real estate facilities. In August 2019, we implemented an additional restructuring plan to further align our resources with the strategic growth initiatives of the business, which related primarily to employee severance charges and other termination benefits as well as costs associated with exiting certain real estate facilities. The following table sets forth the restructuring balance as of December 31, 2017 related to previous restructuring activities, which was completed during the year ended December 31, 2019 , and a summary of restructuring activities during the years ended December 31, 2019 and 2018 (in thousands): Severance and related costs Facilities costs Total costs Balance at December 31, 2017 $ — $ 935 $ 935 Provision for restructuring charges — — — Cash payments — (175 ) (175 ) Other adjustments — 390 390 Balance at December 31, 2018 $ — $ 1,150 $ 1,150 Provision for restructuring charges 7,586 731 8,317 Cash payments (7,636 ) (271 ) (7,907 ) Other adjustments 214 (1,140 ) (926 ) Balance at December 31, 2019 $ 164 $ 470 $ 634 Other adjustments of negative $0.9 million and $0.4 million for the year ended December 31, 2019 and 2018 respectively, primarily represented relief of unused benefits, changes in fair value and foreign currency fluctuations. The remaining restructuring balance of $0.6 million at December 31, 2019 is composed of non-cancelable lease costs, which we expect to pay over the terms of the related obligations through the fourth quarter of 2024, net of sublease income. |
Deferred Commissions
Deferred Commissions | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Commissions | Deferred Commissions We capitalize most of our commission expenses and related payroll taxes and amortize them on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. Changes in the balance of total deferred commissions for the periods presented are as follows (in thousands): Deferred Commissions Balance at December 31, 2017 $ 86,779 Commissions capitalized 77,319 Commissions recognized (63,441 ) Balance at December 31, 2018 100,657 Commissions capitalized 76,763 Commissions recognized (74,621 ) Balance at December 31, 2019 $ 102,799 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases We have operating leases primarily for corporate offices. Our leases have remaining lease terms of one to ten years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the leases within one year . We do not include renewal options in our lease terms for calculating our lease liability, as the renewal options allow us to maintain operational flexibility and we are not reasonably certain we will exercise these renewal options at the time of the lease commencement. The components of lease expenses were as follows (in thousands): Year Ended December 31, 2019 Operating lease costs $ 17,270 Short-term lease costs 2,698 Sublease income (1,092 ) Total net lease costs $ 18,876 Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate): As of December 31, 2019 Operating leases: Operating lease right-of-use assets, net $ 58,758 Operating lease liabilities, current $ 18,437 Operating lease liabilities, non-current 70,481 Total operating lease liabilities $ 88,918 Weighted average remaining lease term (in years) 7.0 Weighted average discount rate 6.8 % The ROU assets and the short-term and long-term lease liabilities from our operating leases are included in other assets, accrued liabilities and other liabilities in our consolidated balance sheets, respectively. Supplemental cash flow and other information related to leases is as follows (in thousands): Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 15,892 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 7,769 Undiscounted cash flows of operating lease liabilities are as follows (in thousands): Years Ending December 31, Amount 2020 $ 19,051 2021 17,851 2022 14,745 2023 12,846 2024 11,402 2025 and thereafter 37,858 Total lease payments $ 113,753 Less: Imputed interest (24,835 ) Total lease obligation $ 88,918 Less: Current lease obligations (18,437 ) Long-term lease obligations $ 70,481 As of December 31, 2019 , we have an additional operating lease commitment of $0.5 million for an office lease that has not yet commenced. The operating lease commitment will commence in the first quarter of 2020 with a lease term of 3.3 years . As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 and under the previous lease accounting standard ASC 840, the aggregate future non-cancelable minimum rental payments on our operating leases, as of December 31, 2018 , are as follows (in thousands): Years Ending December 31, Amount 2019 $ 15,530 2020 16,325 2021 14,976 2022 12,766 2023 11,926 2024 and thereafter 47,409 Total $ 118,932 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | Deferred Revenue Deferred revenue as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 As of December 31, 2018 Product, subscription and support, current $ 508,580 $ 492,109 Professional services, current 95,364 64,706 Total deferred revenue, current $ 603,944 $ 556,815 Product, subscription and support, non-current 369,589 375,915 Professional services, non-current 1,034 2,098 Total deferred revenue, non-current $ 370,623 $ 378,013 Total deferred revenue $ 974,567 $ 934,828 Changes in the balance of deferred revenue for the periods presented are as follows (in thousands): Deferred Revenue Balance at December 31, 2017 $ 910,100 Billings for the period 855,678 Revenue recognized (830,950 ) Balance at December 31, 2018 $ 934,828 Billings for the period 926,141 Revenue recognized (889,152 ) Assumed in connection with acquisitions 2,750 Balance at December 31, 2019 $ 974,567 Remaining Performance Obligations Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable contracts that will be invoiced and recognized as revenue in future periods ("backlog"). While deferred revenue is recorded on our balance sheet as a liability, backlog is not recorded in revenue, deferred revenue or elsewhere in our consolidated financial statements until we establish a contractual right to invoice, at which point it is recorded as revenue or deferred revenue as appropriate. As of December 31, 2019 , the aggregate amount of the transaction price allocated to remaining performance obligations was $974.6 million in deferred revenue and $15.1 million in backlog. As of December 31, 2018 , the aggregate amount of the transaction price allocated to remaining performance obligations was $934.8 million in deferred revenue and $26.9 million in backlog. We expect that the amount of backlog relative to the total value of our contracts will change from year to year due to several factors, including the amount invoiced early in the contract term, the timing and duration of customer agreements, varying invoicing cycles of agreements and changes in customer financial circumstances. Accordingly, we believe that fluctuations in backlog are not always a reliable indicator of future revenues and we do not utilize backlog internally as a key management metric. We expect to recognize these remaining performance obligations as follows (in percentages): Total Less than 1 year 1-2 years 2-3 years More than 3 years Deferred revenue 100% 62% 24% 11% 3% Backlog 100% 42% 41% 16% 1% |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes Convertible Senior Notes due 2024 On May 24, 2018, we issued $525.0 million aggregate principal amount of the 2024 Notes in a private placement to qualified institutional purchasers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. In addition, on June 5, 2018, we issued an additional $75.0 million aggregate principal amount of the 2024 Notes pursuant to the full exercise of the initial purchasers' option to purchase additional 2024 Notes, in a private placement exempt from the registration requirements of the Securities Act. The net proceeds from the offerings, after deducting the initial purchasers' discount of approximately $15.0 million and the issuance costs of approximately $0.6 million , were $584.4 million . We used (i) approximately $330.4 million of the net proceeds to repurchase approximately $340.2 million in aggregate principal amount outstanding of the Series A Notes in negotiated transactions with institutional investors and (ii) approximately $65.2 million of the net proceeds from the offering of the 2024 Notes to enter into the Capped Calls (as defined below). The 2024 Notes are unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2024 Notes. They rank equally in right of payment with all of our existing and future liabilities that are not expressly subordinated to the 2024 Notes including the Series A Notes and the Series B Notes (as defined below); and effectively rank junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness. The 2024 Notes are structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. The 2024 Notes do not contain any financial covenants and do not restrict us from paying dividends or issuing or repurchasing other securities. The 2024 Notes bear interest at 0.875% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning December 1, 2018. The 2024 Notes mature on June 1, 2024, unless earlier repurchased, redeemed or converted. The initial conversion rate of the 2024 Notes is 43.1667 shares of our common stock per $1,000 of principal amount of the 2024 Notes, which is equivalent to an initial conversion price of approximately $23.17 per share of common stock. The conversion rate of the 2024 Notes may be adjusted pursuant to the terms of the indenture governing the 2024 Notes upon the occurrence of certain specified events, but not for accrued and unpaid interest. Holders may convert the 2024 Notes at their option in multiples of $1,000 principal amount prior to the business day preceding March 1, 2024, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ended on September 30, 2018 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the 2024 Notes on each applicable trading day; • during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of the 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the notes on each such trading day; • if we call any or all of the 2024 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the relevant redemption date; or • upon the occurrence of specified corporate events, as specified in each indenture governing the 2024 Notes. Regardless of the foregoing conditions, holders may convert their 2024 Notes at their option in multiples of $1,000 principal amount during the period from, and including, March 1, 2024 to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the 2024 Notes can be settled in cash, shares of our common stock or any combination of cash and shares of common stock at our option. Holders may also require us to repurchase the 2024 Notes if we undergo a "fundamental change," as defined in each indenture governing the 2024 Notes, at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Additionally, we may redeem for cash all or any portion of the 2024 Notes on or after June 5, 2021, if the last reported sale price of our common stock has been at least 130% of the conversion price of the 2024 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. As of December 31, 2019 , none of the conditions permitting holders to convert their 2024 Notes had been satisfied and no shares of our common stock had been issued in connection with any conversions of the 2024 Notes. Based on the closing price of our common stock of $16.53 per share on December 31, 2019, the conversion value of the 2024 Notes was less than the principal amount of the 2024 Notes outstanding on a per 2024 Note basis. In accordance with accounting for debt with conversions and other options, we bifurcated the principal amount of the 2024 Notes into liability and equity components. The initial liability component of the 2024 Notes was valued at $458.3 million based on the contractual cash flows discounted at an appropriate comparable market non-convertible debt borrowing rate at the date of issuance of 5.5% with the equity component representing the residual amount of the proceeds of $141.7 million , which was recorded as a debt discount. Issuance costs were allocated pro rata based on the relative initial carrying amounts of the liability and equity components. As a result, transaction costs of $0.5 million and $0.1 million and initial purchasers' discount of $11.5 million and $3.5 million were attributable to the liability component and equity component of the 2024 Notes, respectively. The debt discount and the issuance costs allocated to the liability component are amortized as additional interest expense over the term of the 2024 Notes using the effective interest method as noted in the table below. The liability and equity components of the 2024 Notes consisted of the following (in thousands): As of December 31, 2019 2018 Liability component: Principal $ 600,000 $ 600,000 Less: 2024 Notes debt discounts and issuance costs, net of amortization (117,078 ) (140,239 ) Net carrying amount $ 482,922 $ 459,761 Equity component, net of issuance costs $ 138,064 $ 138,064 The unamortized issuance costs as of December 31, 2019 will be amortized over a weighted-average remaining period of approximately 4.4 years. Interest expense for the years ended December 31, 2019 and 2018 related to the 2024 Notes consisted of the following (dollars in thousands): Year Ended December 31, 2019 2018 Coupon interest $ 5,250 $ 3,145 Amortization of 2024 Notes debt discounts and issuance costs 23,161 13,420 Total interest expense recognized $ 28,411 $ 16,565 Effective interest rate on the liability component 6.2 % 5.6 % In connection with the 2024 Notes offering, the Company entered into capped call transactions (the "Capped Calls") with certain counterparties affiliated with the initial purchasers of the 2024 Notes. The Capped Calls are expected to reduce potential dilution of earnings per share upon conversion of the 2024 Notes, and have an initial strike price of $23.17 per share, which corresponds to the initial conversion price of the 2024 Notes and which have a cap price of $34.32 per share. The Capped Calls do not meet the criteria for separate accounting as a derivative as they are indexed to our own stock and are accounted for as freestanding financial instruments. The premiums paid for the purchase of the Capped Calls in the amount of $65.2 million have been recorded as a reduction of the Company's additional paid-in capital in stockholder's equity in the accompanying Consolidated Financial Statements and fair values of the Capped Calls are not re-measured at each reporting period. Convertible Senior Notes due 2035 In June 2015, we issued $460.0 million principal amount of Series A Notes and $460.0 million principal amount of 1.625% Convertible Senior Notes due 2035 (the “Series B Notes” and together with the Series A Notes, the "2035 Notes", and the 2035 Notes, together with the 2024 Notes, the "Convertible Senior Notes"), including the full exercise of the initial purchasers' over-allotment option, in a private placement to qualified institutional purchasers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The net proceeds after the initial purchasers' discount of $23.0 million and issuance costs of $0.5 million from the 2035 Notes were $896.5 million . The Series A Notes and Series B Notes bear interest at 1.000% per year and 1.625% per year, respectively, payable semiannually in arrears on June 1 and December 1 of each year, beginning December 1, 2015. The 2035 Notes mature on June 1, 2035, unless earlier repurchased, redeemed or converted. The 2035 Notes are unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2035 Notes. They rank equally in right of payment with all of our existing and future liabilities that are not expressly subordinated to the 2035 Notes and effectively rank junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness. They are structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. The 2035 Notes do not contain any financial covenants and do not restrict us from paying dividends or issuing or repurchasing our other securities. The initial conversion rate on each series of 2035 Notes is 16.4572 shares of our common stock per $1,000 principal amount of 2035 Notes, which is equivalent to an initial conversion price of approximately $60.76 per share of common stock. The conversion rate of each series of 2035 Notes may be adjusted upon the occurrence of certain specified events, but not for accrued and unpaid interest. Holders may convert the 2035 Notes at their option in multiples of $1,000 principal amount prior to March 1, 2035, excluding the period from March 1, 2020 to June 1, 2020 in the case of the Series A Notes and March 1, 2022 to June 1, 2022 in the case of the Series B Notes, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ended on September 30, 2015 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2035 Notes of the relevant series on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of Series A Notes or Series B Notes, as applicable, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the notes of the relevant series on each such trading day; • if we call any or all of the 2035 Notes of a series for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the relevant redemption date; or • upon the occurrence of specified corporate events, as specified in each indenture governing the 2035 Notes. Regardless of the foregoing conditions, holders may convert their 2035 Notes at their option in multiples of $1,000 principal amount at any time during the period from March 1, 2020 to June 1, 2020 in the case of the Series A Notes and during the period from March 1, 2022 to June 1, 2022 in the case of the Series B Notes, or after March 1, 2035 until maturity for either series of 2035 Notes. Upon conversion, the 2035 Notes can be settled in cash, shares of our common stock or any combination thereof at our option. We may be required by holders of the 2035 Notes to repurchase all or any portion of their 2035 Notes at 100% of the principal amount plus accrued and unpaid interest, on each of June 1, 2020, June 1, 2025 and June 1, 2030, in the case of the Series A Notes, and each of June 1, 2022, June 1, 2025 and June 1, 2030 in the case of the Series B Notes. Holders may also require us to repurchase the 2035 Notes if we undergo a "fundamental change," as defined in each indenture governing the 2035 Notes, at a purchase price equal to 100% of the principal amount, plus accrued and unpaid interest. Additionally, we may redeem for cash all or any portion of the Series B Notes on or after June 1, 2020 until June 1, 2022 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than three trading days immediately preceding the date we provide notice of redemption. We also may redeem for cash all or any portion of the Series A Notes on or after June 1, 2020 until maturity and all or any portion of the Series B Notes on or after June 1, 2022 until maturity, regardless of the foregoing sale price condition. In accordance with accounting for debt with conversions and other options, we allocated the principal amount of the 2035 Notes into liability and equity components. We also allocated the total amount of initial purchasers' discount and transaction costs incurred to the liability and equity components using the same proportions as the proceeds from the 2035 Notes. Transaction costs of $0.4 million and $0.1 million and initial purchasers' discount of $17.6 million and $5.4 million were attributable to the liability component and equity component of the 2035 Notes, respectively. Repurchase of a portion of the Series A Notes In May 2018, we used approximately $330.4 million of the net proceeds from the offering of the 2024 Notes to repurchase $340.2 million in aggregate principal amount of the Series A Notes. The repurchase was accounted for as a partial extinguishment of the Series A Notes. The consideration of approximately $330.4 million used to repurchase the Series A Notes was allocated between the liability and equity components of the amount extinguished by determining the fair value of the liability component immediately prior to the debt extinguishment and allocating that portion of the repurchase price to the liability component in the amount of $317.4 million . The residual of the repurchase price of $13.0 million was allocated to the equity component of the Series A Notes as a reduction of additional paid-in capital. The fair value of the debt extinguished was calculated using a discount rate of 4.5% , representing an estimate of the Company's borrowing rate at the date of repurchase with a remaining expected life of two years. As part of the repurchase, we wrote-off a portion of the unamortized debt issuance cost apportioned to the principal amount of Series A Notes repurchased. We also recorded a loss on partial extinguishment of the Series A Notes of $10.8 million in Other Expense, net, representing the difference between the consideration attributed to the liability component and the sum of the net carrying amount of the liability component and unamortized costs. As of December 31, 2019 , $119.8 million aggregate principal amount of the Series A Notes remains outstanding. The liability and equity components of the 2035 Notes consisted of the following (in thousands): As of December 31, 2019 2018 Series A Notes Series B Notes Series A Notes Series B Notes Liability component: Principal $ 119,828 $ 460,000 $ 119,828 $ 460,000 Less: 2035 Notes discounts and issuance costs, net of amortization (2,540 ) (49,650 ) (8,420 ) (68,592 ) Net carrying amount $ 117,288 $ 410,350 $ 111,408 $ 391,408 Equity component, net of issuance costs $ 79,555 $ 117,834 $ 79,555 $ 117,834 The unamortized discounts and issuance costs as of December 31, 2019 will be amortized over a weighted-average remaining period of approximately 2.3 years . Interest expense for the years ended December 31, 2019 , 2018 and 2017 related to the 2035 Notes consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Series A Notes Series B Notes Series A Notes Series B Notes Series A Notes Series B Notes Coupon interest $ 1,198 $ 7,454 $ 2,537 $ 7,454 $ 4,600 $ 7,475 Amortization of 2035 Notes discounts and issuance costs 5,879 18,943 11,785 18,068 20,364 17,234 Total interest expense recognized $ 7,077 $ 26,397 $ 14,322 $ 25,522 $ 24,964 $ 24,709 Effective interest rate on the liability component 6.4 % 6.7 % 6.4 % 6.8 % 6.5 % 6.9 % Prepaid Forward Stock Purchase In connection with the issuance of the 2035 Notes, we also entered into privately negotiated prepaid forward transactions (the "Prepaid Forwards") with one of the initial purchasers of the 2035 Notes (the “Forward Counterparty”), pursuant to which we paid approximately $150.0 million . The amount of the prepaid is equivalent to approximately 3.3 million shares which are to be settled on or around June 1, 2020 and June 1, 2022, respectively, subject to any early settlement, in whole or in part, of each Prepaid Forward. The Prepaid Forwards are intended to facilitate privately negotiated derivative transactions by which investors in the 2035 Notes will be able to hedge their investment in the 2035 Notes. In the event we pay any cash dividends on our common stock, the Forward Counterparty will pay an equivalent amount back to us. The related shares were accounted for as a repurchase of common stock, and are presented as Treasury Stock in the consolidated balance sheets. The 3.3 million shares of common stock purchased under the Prepaid Forwards are excluded from weighted-average shares outstanding for basic and diluted EPS purposes although they remain legally outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit We are party to letters of credit totaling $3.6 million and $3.8 million as of December 31, 2019 and 2018 , respectively, issued primarily in support of operating leases for several of our facilities. These letters of credit are collateralized by a line with our bank. No amounts have been drawn against these letters of credit. Contract Manufacturer Commitments Our independent contract manufacturers procure components and assemble our products based on our forecasts. These forecasts are based on estimates of future demand for our products, which are in turn based on historical trends and an analysis from our sales and product marketing organizations, adjusted for overall market conditions. In order to reduce manufacturing lead times and plan for adequate supply, we may issue forecasts and orders for components and products that are non-cancelable. As of December 31, 2019 and 2018 , we had non-cancelable open orders of $5.0 million and $8.6 million , respectively. We are required to record a liability for firm, non-cancelable and unconditional purchase commitments with contract manufacturers and suppliers for quantities in excess of our future demand forecasts. As of December 31, 2019 , we have not incurred nor accrued any significant liabilities for such non-cancelable commitments. Purchase Obligations As of December 31, 2019 , we had approximately $17.7 million of non-cancelable firm purchase commitments primarily for purchases of software and services. In situations where we have received delivery of the goods or services as of December 31, 2019 under purchase orders outstanding as of the same date, such amounts are reflected in the consolidated balance sheet as accounts payable or accrued liabilities, and are excluded from the $17.7 million . Litigation From time to time, we are involved in claims and legal proceedings that arise in the ordinary course of business. Any claims or proceedings against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into agreements which may not be available on terms favorable to us or at all. To the extent there is a reasonable possibility that a loss exceeding amounts already recognized may be incurred, and the amount of such additional loss would be material, we will either disclose the estimated additional loss or state that such an estimate cannot be made. We do not currently believe that it is reasonably possible that additional losses in connection with litigation arising in the ordinary course of business would be material. Indemnification Under the indemnification provisions of our standard sales related contracts, we agree to defend our customers against third-party claims asserting infringement of certain intellectual property rights, which may include patents, copyrights, trademarks, or trade secrets, and to pay judgments entered on such claims. Our exposure under these indemnification provisions is generally limited to the total amount paid by our customer under the agreement. However, certain agreements include indemnification provisions that could potentially expose us to losses in excess of the amount received under the agreement. In addition, we indemnify our officers, directors, and certain key employees for actions taken while they are or were serving in good faith in such capacities. Through December 31, 2019 , there have been no claims under any indemnification provisions. |
Common Shares Reserved for Issu
Common Shares Reserved for Issuance | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Shares Reserved for Issuance | Common Shares Reserved for Issuance Under our amended and restated certificate of incorporation, we are authorized to issue 100,000,000 shares of convertible preferred stock with a par value of $0.0001 per share, none of which were issued and outstanding as of December 31, 2019 or 2018 . Under our amended and restated certificate of incorporation, we are authorized to issue 1,000,000,000 shares of common stock with a par value of $0.0001 per share as of December 31, 2019 and 2018 . Each share of common stock outstanding is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by our Board of Directors, subject to the prior rights of holders of all classes of convertible preferred stock outstanding. We had reserved shares of common stock for issuance as follows (in thousands): As of December 31, 2019 2018 Reserved under stock award plans 37,982 35,743 Convertible senior notes 35,442 35,442 ESPP 3,428 3,015 Total 76,852 74,200 |
Equity Award Plans
Equity Award Plans | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity Award Plans | Equity Award Plans We have operated under our 2013 Equity Incentive Plan ("2013 Plan") since our initial public offering ("IPO") in September 2013. Our 2013 Plan provides for the issuance of restricted stock and the granting of options, stock appreciation rights, performance shares, performance units and restricted stock units to our employees, officers, directors and consultants. Our 2013 Plan provides for annual increases in the number of shares available for issuance on the first day of each fiscal year. Awards granted under the 2013 Plan vest over the periods determined by our Board of Directors or compensation committee of our Board of Directors, generally four years , and stock options granted under the 2013 Plan expire no more than ten years after the date of grant. In the case of an incentive stock option granted to an employee who at the time of grant owns stock representing more than 10% of the total combined voting power of all classes of stock, the exercise price shall be no less than 110% of the fair value per share on the date of grant, and the award shall expire five years from the date of grant. For options granted to any other employee, the per share exercise price shall be no less than 100% of the fair value per share on the date of grant. In the case of non-statutory stock options and options granted to consultants, the per share exercise price shall be no less than 100% of the fair value per share on the date of grant. Stock that is purchased prior to vesting is subject to our right of repurchase at any time following termination of the participant's service for so long as such stock remains unvested. Approximately 11.9 million shares and 12.2 million shares of our common stock were reserved for future grants as of December 31, 2019 and 2018 , respectively, under the 2013 Plan. As of January 1, 2020, an additional 10,971,095 shares of common stock became available for future grants under our 2013 Plan pursuant to provisions thereof that automatically increase the share reserve under such plan each year. Our ESPP allows eligible employees to acquire shares of our common stock at 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the exercise date. Our ESPP provides for annual increases in the number of shares available for issuance on the first day of each fiscal year. An aggregate of 3,427,955 shares and 3,014,685 shares of common stock were available for future issuance as of December 31, 2019 and 2018 , respectively, under our ESPP. As of January 1, 2020, an additional 2,194,219 shares of common stock became available for future issuance under our ESPP pursuant to the provisions thereof that automatically increase the share reserve under such plan each year. From time to time, we also grant restricted common stock or restricted stock awards outside of our equity incentive plans to certain employees in connection with acquisitions. Stock Option Activity A summary of the activity for our stock option changes during the reporting periods and a summary of information related to options outstanding and options exercisable are presented below (in thousands, except per share amounts and contractual life years): Options Outstanding Number of Weighted- Average Exercise Price Weighted- Aggregate Balance — December 31, 2016 8,085 $ 10.70 Granted — — Exercised (3,295 ) 5.81 $ 26,716 Cancelled (357 ) 35.89 Balance — December 31, 2017 4,433 $ 12.31 Granted — — Exercised (946 ) 7.28 9,588 Cancelled (178 ) 35.78 Balance — December 31, 2018 3,309 $ 12.49 Granted — — Exercised (731 ) 5.73 7,537 Cancelled (140 ) 22.65 Assumed in connection with acquisition 1,953 3.00 Balance — December 31, 2019 4,391 $ 9.07 5.2 $ 45,931 Options exercisable — December 31, 2019 2,941 $ 11.82 3.6 $ 27,016 The aggregate intrinsic value above represents the pre-tax difference between the exercise price of stock options and the quoted market price of our stock on that day for all in-the-money stock options. Restricted Stock Award (RSA) and Restricted Stock Unit (RSU) Activity A summary of the activity for our restricted common stock, RSAs and RSUs during the reporting periods and a summary of information related to unvested restricted common stock, RSAs and RSUs and those expected to vest based on the achievement of a performance condition are presented below (in thousands, except per share amounts and contractual life years): Number of Weighted- Weighted- Aggregate Unvested balance — December 31, 2016 19,883 $ 22.23 Granted 13,727 12.59 Vested (7,316 ) 21.56 Cancelled (6,277 ) 17.10 Unvested balance — December 31, 2017 20,017 $ 17.09 Granted 12,209 15.42 Vested (8,828 ) 18.11 Cancelled (3,117 ) 16.81 Unvested balance — December 31, 2018 20,281 $ 15.53 Granted 13,302 16.82 Vested (8,894 ) 16.03 Cancelled (2,992 ) 16.10 Unvested balance — December 31, 2019 21,697 $ 16.07 1.2 $ 358,651 Unvested awards for which the requisite service period has not been rendered and vesting is subject to the achievement of a performance condition — December 31, 2019 3,952 $ 17.44 0.9 $ 65,328 During the years ended December 31, 2019 , 2018 and 2017 , we issued 1.4 million , 1.3 million and 1.8 million shares, respectively, of restricted common stock, restricted stock awards or restricted stock units to certain employees which vest upon the achievement of certain performance conditions in addition to a continued service relationship with the Company. Stock-Based Compensation We record stock-based compensation based on the fair value as determined on the date granted. We determine the fair value of stock options and shares of common stock to be issued under the ESPP using the Black-Scholes option-pricing model. The fair value of restricted stock units and restricted stock awards equals the market value of the underlying stock on the date of grant. We grant performance-based restricted stock units and restricted stock awards to certain employees which vest upon the achievement of certain performance conditions, subject to the employees’ continued service relationship with us. With respect to performance-based restricted stock units, we assess the probability of vesting at each reporting period and adjust our compensation cost based on this probability assessment. We recognize such compensation expense on a straight-line basis over the service provider’s requisite service period. We determined valuation assumptions as follows: Fair Value of Common Stock We use the listed stock price on the date of grant as the fair value of our common stock. Risk-Free Interest Rate We base the risk-free interest rate used in the Black-Scholes option-pricing model on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent expected term of the options for each option group. Expected Term The expected term represents the period that our stock-based awards are expected to be outstanding. We base the expected term assumption on our historical experience combined with estimates of post-vesting holding periods. Volatility We determine the price volatility factor based on the historical volatilities of our peer group as we do not have sufficient trading history for our common stock. Dividend Yield The expected dividend assumption is based on our current expectations about our anticipated dividend policy. The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine the fair value of our common shares under the ESPP: Year Ended December 31, 2019 2018 2017 Fair value of common stock $14.59 - $16.35 $16.69 - $20.01 $14.14 - $15.65 Risk-free interest rate 1.60% - 2.35% 2.08% - 2.70% 1.05% - 1.62% Expected term (in years) 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 Volatility 29% - 39% 32% - 38% 29% - 52% Dividend yield —% —% —% Stock-based compensation expense related to stock options, ESPP and restricted stock units and awards is included in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2019 2018 2017 Cost of product, subscription and support revenue $ 14,905 $ 14,178 $ 18,249 Cost of professional services revenue 13,972 14,184 14,407 Research and development 45,476 49,503 56,720 Sales and marketing 49,198 47,592 46,766 General and administrative 29,966 28,218 30,194 Restructuring — — — Total $ 153,517 $ 153,675 $ 166,336 As of December 31, 2019 , total compensation cost related to stock-based awards not yet recognized was $271.3 million , which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.6 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income taxes consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 United States $ (141,740 ) $ (119,886 ) $ (110,011 ) Foreign (109,979 ) (117,713 ) (170,541 ) Total $ (251,719 ) $ (237,599 ) $ (280,552 ) The provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Federal: Current $ — $ — $ — Deferred (1,113 ) (429 ) (310 ) State: Current 251 109 2 Deferred (190 ) (194 ) — Foreign: Current 6,378 6,502 5,917 Deferred 364 (464 ) (977 ) Total $ 5,690 $ 5,524 $ 4,632 Reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: Year Ended December 31, 2019 2018 2017 Federal statutory rate 21.0 % 21.0 % 35.0 % Effect of: State taxes, net of federal tax benefit — — — Change in valuation allowance (32.5 ) (10.0 ) 7.4 Research and development tax credit 2.6 1.6 1.0 Stock-based compensation (2.6 ) (2.4 ) 0.5 Impact of foreign tax differential 8.0 (11.5 ) (20.6 ) Non-deductible/non-taxable items 1.9 (0.2 ) (0.4 ) Impact of Tax Act — — (24.0 ) Other, net (0.7 ) (0.8 ) (0.5 ) Total (2.3 )% (2.3 )% (1.6 )% The components of the deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 116,790 $ 133,484 Accruals and reserves 8,061 14,783 Stock-based compensation 14,852 14,238 Fixed assets 1,238 — Lease liability 21,689 — Deferred revenue 119,129 97,863 Intangible asset, net 14,646 — Tax credit carryforwards 56,865 44,695 Other deferred tax assets 700 1,494 Gross deferred tax assets 353,970 306,557 Valuation allowance (276,731 ) (193,265 ) Total deferred tax assets 77,239 113,292 Deferred tax liabilities: Accruals and reserves (5,587 ) (5,447 ) Acquisition related intangibles — (34,293 ) Fixed Assets — (4,981 ) Right of use asset (14,329 ) — Convertible senior notes (38,448 ) (48,786 ) Deferred Commissions (16,764 ) (17,089 ) Total deferred tax liabilities (75,128 ) (110,596 ) Total net deferred tax assets $ 2,111 $ 2,696 On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Act. The Tax Act reduced the U.S. statutory corporate tax rate to 21%, effective January 1, 2018. Consequently, we recorded a decrease to our federal deferred tax assets of $71.7 million , which was fully offset by a reduction in our valuation allowance for the year ended December 31, 2017. In December 2019, we completed an intra-entity asset transfer of certain of our intellectual property rights to an Irish subsidiary where our international business is headquartered. The transfer resulted in a step-up in the tax basis of the transferred intellectual property rights and a correlated increase in foreign deferred tax assets. As of December 31, 2019, we believe it is more likely than not that these additional foreign deferred tax assets will not be realized and therefore, are offset by a full valuation allowance. Due to our history of losses we believe it is more likely than not that our U.S. deferred tax assets will not be realized as of December 31, 2019. Accordingly, we have established a full valuation allowance on our U.S. deferred tax assets. Our valuation allowance increased by approximately $83.5 million during the year ended December 31, 2019 . This change is primarily attributable to an increase in deferred tax assets in foreign jurisdiction resulting from our foreign restructuring in 2019, an increase in deferred tax asset related to deferred revenue and a decrease in deferred tax liability related to convertible debt. In July 2015, the U.S. Tax Court issued an opinion in Altera Corp. v. Commissioner related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. The opinion invalidated part of a treasury regulation requiring stock-based compensation to be included in any qualified intercompany cost-sharing arrangement. We previously recorded a tax benefit based on the opinion in the case, which was offset by a corresponding increase in the valuation allowance against U.S. deferred tax assets. On June 7, 2019, the U.S. Court of Appeals for the Ninth Circuit reversed the U.S. Tax Court’s decision. On July 22, 2019, Altera Corp. filed a petition for an en banc rehearing before the U.S. Court of Appeals for the Ninth Circuit, which was denied on November 12, 2019. On February 10, 2020, Altera Corp. filed a petition to the U.S. Supreme Court for review of the decision. As of December 31, 2019, we have recorded a reduction of $9.4 million to our deferred tax asset for U.S. net operating loss carryforwards, which are subject to a valuation allowance. As of December 31, 2019 , we had federal and state net operating loss carry forwards of approximately $437.5 million and $521.3 million , respectively, available to reduce future taxable income, if any. If not utilized, the federal net operating loss carry forwards will expire from the years ending December 31, 2031 through 2037 while state net operating loss carry forwards will expire from the years ending December 31, 2020 through 2037. As of December 31, 2019 , we also had federal and state income tax credit carry forwards of approximately $39.6 million and $21.8 million , respectively. If not utilized, the federal credit carry forwards will expire in various amounts from the years ended December 31, 2024 through 2039. Most of the state tax credits can be carried forward indefinitely. Utilization of the net operating loss carry forwards and credits may be subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. As of December 31, 2019 , we had $56.1 million of unrecognized tax benefits, of which if recognized, $1.9 million would affect our effective tax rate. We file income tax returns in U.S. federal, state and foreign jurisdictions. As we have net operating loss carry forwards for U.S. federal and state jurisdictions, the statute of limitations is open for all tax years. For foreign jurisdictions, the tax years open to examination include the years 2015 and forward. We recognize both interest and penalties associated with uncertain tax positions as a component of income tax expense. During the year ended December 31, 2019 , we recognized interest and penalties of $113,000 . During the years ended December 31, 2018 and 2017 , we recognized a $151,000 and $36,000 increase to interest and penalties, respectively. As of December 31, 2019 and 2018 , our total accrual for interest and penalties was $668,000 and $554,000 , respectively. As of December 31, 2019 , we believe it is reasonably possible that our unrecognized tax benefits will decrease by approximately $0.3 million in the next 12 months due to foreign tax return filing. A reconciliation of gross unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Unrecognized tax benefits at the beginning of the period $ 42,490 $ 39,387 $ 43,637 Increases related to current year tax positions 7,076 2,651 10,780 Increases related to prior year tax positions 6,654 501 — Decreases related to prior year tax positions — — (14,955 ) Decreases related to settlements with taxing authorities (29 ) — — Decreases related to lapse of statute of limitations (57 ) (49 ) (75 ) Unrecognized tax benefits at the end of the period $ 56,134 $ 42,490 $ 39,387 As of December 31, 2019 , we have not provided for state income taxes or foreign withholding taxes on the undistributed earnings of certain foreign subsidiaries which are considered indefinitely invested outside of the U.S. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period, less shares subject to repurchase, and excludes any dilutive effects of employee share based awards and options. Diluted net income per common share is computed giving effect to all potentially dilutive common shares, including common stock issuable upon exercise of stock options, conversion of the Convertible Senior Notes and unvested restricted common stock and stock units. As we had net losses for the years ended December 31, 2019 , 2018 and 2017 , all potential common shares were excluded as they were determined to be anti-dilutive. The following table sets forth the computation of net loss per common share (in thousands, except per share amounts): Year Ended December 31, 2019 2018 2017 Numerator: Net loss $ (257,409 ) $ (243,123 ) $ (285,184 ) Denominator: Weighted average number of shares outstanding—basic and diluted 207,234 190,803 177,757 Net loss per share—basic and diluted $ (1.24 ) $ (1.27 ) $ (1.60 ) The following outstanding options, unvested shares and units, ESPP shares, shares issuable upon the conversion of our Convertible Senior Notes and shares contingently issuable were excluded (as common stock equivalents) from the computation of diluted net loss per common share for the periods presented as their effect would have been anti-dilutive (in thousands): As of December 31, 2019 2018 2017 Options to purchase common stock 4,391 3,309 4,433 Unvested restricted stock awards and units 21,697 20,281 20,017 Convertible senior notes 35,442 35,442 15,141 ESPP shares 166 160 166 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan 401(k) Plan We have established a 401(k) tax-deferred savings plan (the “401(k) Plan”) which permits participants to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. All participants’ interests in their deferrals are 100% vested when contributed. We are responsible for administrative costs of the 401(k) Plan and have made no matching contributions into our 401(k) Plan since inception. Under the 401(k) Plan, pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The 401(k) Plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) Plan and earnings on those contributions are not taxable to the employees until distributed, and all contributions are deductible by us when and if made. |
Segment and Major Customers Inf
Segment and Major Customers Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Major Customers Information | Segment and Major Customers Information Disaggregation of revenue by geography We conduct business globally and are primarily managed on a geographic basis. Our Chief Executive Officer, who is our chief operating decision maker, reviews financial information presented on a consolidated basis accompanied by information about revenue by geographic region for purposes of allocating resources and evaluating financial performance. We define our regions into United States ("U.S."), Europe, the Middle East, and Africa ("EMEA"), Asia Pacific and Japan ("APAC"), and all remaining geographies (primarily Latin America and Canada) included in Others. There are no segment managers who are held accountable for operations, operating results, and plans for levels, components, or types of products or services below the consolidated unit level. Accordingly, we are considered to be in a single reportable segment and operating unit structure. Revenue by geographic region based on the billing address is as follows (in thousands): Year Ended December 31, 2019 2018 2017 U.S. $ 554,856 $ 523,150 $ 521,232 EMEA 155,357 135,736 116,205 APAC 131,361 122,516 105,196 Other 47,578 49,548 37,015 Total revenue $ 889,152 $ 830,950 $ 779,648 Disaggregation of revenue by product category We generate revenue from sales of our network, email and endpoint security solutions, network forensics appliances, cloud-based security threat intelligence and analytics subscriptions, platform software, managed security service and professional services. We disaggregate our revenue into two main categories: (i) product, subscription and support and (ii) professional services. Within the product, subscription and support category, we provide supplemental data to distinguish between solutions that are deployed on-premise, either on purpose-build appliances with attached subscriptions and support, or as virtual appliance software, sold as a subscription, and solutions and managed services that are not dependent on appliances. These solutions include security solutions and services that are delivered entirely through the cloud or delivered through a hybrid on premise/cloud platform. Security solutions that are deployed on appliances (physical or virtual) on customers' premise are included in the product and related subscription and support sub-category. Solutions and managed services without dependency on the appliances are included in the platform, cloud subscription and managed services sub-category. We also offer professional services, including incident response and other security consulting services, to our customers who have experienced a cyber security breach or desire assistance assessing the resilience of their information systems infrastructure. The majority our professional services are offered on a time and materials basis, through a fixed fee arrangement, or on a retainer basis. Revenue from professional services is recognized as services are delivered. Revenue from our Expertise-on-Demand subscription and some pre-paid professional services is deferred, and revenue is recognized when services are delivered. The following table depicts the disaggregation of revenue according to revenue type and is consistent with how we evaluate our sales performance (in thousands): Year Ended December 31, 2019 2018 2017 Revenue by Category Product and related subscription and support $ 467,823 $ 498,992 $ 479,521 Platform, cloud subscription and managed services 241,013 188,390 166,444 Professional services 180,316 143,568 133,683 Total revenue $ 889,152 $ 830,950 $ 779,648 Long lived assets by geography Long lived assets by geographic region based on physical location is as follows (in thousands): As of December 31, 2019 2018 Property and Equipment, net: United States $ 85,287 $ 80,313 International 8,525 8,850 Total property and equipment, net $ 93,812 $ 89,163 For the years ended December 31, 2019 , 2018 and 2017 , one distributor represented 13% , 20% and 19% , respectively, of the Company's total revenue, and one reseller represented 14% , 15% and 13% , respectively, of the Company's total revenue. Additionally, another distributor represented 10% of the Company's total revenue for the year ended December 31, 2019, but did not represent 10% or greater of the Company's total revenue for either of the years ended December 31, 2018 and 2017. As of December 31, 2019 and 2018 , no customer represented 10% or more of the Company's net accounts receivable balance. |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (in thousands) Allowance for doubtful accounts receivable Balance at beginning of period Charged to cost and expenses Write-offs, net of recoveries Balance at end of period Year ended December 31, 2017 $ 1,590 $ 1,972 $ (1,059 ) $ 2,503 Year ended December 31, 2018 2,503 105 (83 ) 2,525 Year ended December 31, 2019 2,525 723 (985 ) 2,263 |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The consolidated financial statements include the accounts of FireEye, Inc. and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such management estimates include, but are not limited to, determining the nature and timing of satisfaction of performance obligations, useful life of our security appliances that are dependent on intelligence and assessing the material rights associated with it, determining the standalone selling price ("SSP") of performance obligations, subscriptions and services, commissions expense including the period of benefit of customer acquisition cost, bonus expense, future taxable income, contract manufacturer liabilities, litigation and settlement costs and other loss contingencies, fair value of our equity awards, achievement of targets for performance stock units, fair value of the liability and equity components of the Convertible Senior Notes and the purchase price allocation of acquired businesses. We base our estimates on historical experience and on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods, and it is possible that actual results could differ from current or revised future estimates. |
Concentrations | Concentrations Financial instruments that subject us to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. We maintain a substantial portion of our cash and cash equivalents in money market funds invested in U.S. Treasury related obligations. Management believes that these financial institutions are financially sound and, accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. Our short-term investments primarily consist of notes and bonds issued by corporate institutions and U.S. Government agencies. All of our investments are highly-rated by credit rating agencies and are issued by organizations with reputable credit, and therefore bear minimal credit risk. Our accounts receivables are primarily derived from a diverse set of customers across various geographical locations. We perform ongoing credit evaluations of our customers and generally do not require collateral on accounts receivable. We maintain an allowance for doubtful accounts for estimated potential credit losses. See Note 17 for information on major customers. We rely primarily on a single contract manufacturer to assemble our products. In some cases, we rely on sole suppliers for certain components. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional currency of our foreign subsidiaries is the U.S. dollar. We translate all monetary assets and liabilities denominated in foreign currencies into U.S. dollars using the exchange rates in effect at the balance sheet dates and other assets and liabilities using historical exchange rates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. We determine the appropriate classification of our investments at the time of purchase, and evaluate such designation at each balance sheet date. |
Short-term Investments | Short-term Investments We classify our investments in debt and equity securities as available-for-sale and record these investments at fair value. Investments with an original maturity of three months or less at the date of purchase are considered cash equivalents, while all other investments are classified as short-term or long-term based on the nature of the investments, their maturities, and their availability for use in current operations. Unrealized gains and losses are reported as a component of other comprehensive loss. Realized gains and losses are determined based on the specific identification method, and are reflected in our Consolidated Statements of Operations. We regularly review our investment portfolio to identify and evaluate investments that have indicators of possible impairment. Factors considered in determining whether a loss is other-than-temporary include, but are not limited to: the length of time and extent a security’s fair value has been below its cost, the financial condition and near-term prospects of the investee, the credit quality of the security’s issuer, likelihood of recovery and our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in value. For our debt instruments, we also evaluate whether we have the intent to sell the security or it is more likely than not that we will be required to sell the security before recovery of its cost basis. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, the duration and extent to which the fair value is less than cost and whether we have plans to sell the security, or it is more likely than not that we will be required to sell the security, before recovery. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new cost basis in the investment is established. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We define fair value as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities due to their short-term nature. |
Inventories | Inventories |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally two to five years. The estimated useful lives of property and equipment are described below: Property and Equipment Useful Life Computer equipment and software 2 to 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Furniture and fixtures 5 years Machinery and equipment 2 to 5 years |
Demonstration Units | Demonstration Units Product demonstration units are included in prepaid expenses and other current assets on the consolidated balance sheets. Demonstration units are recorded at cost and are amortized over the estimated useful life from the date of transfer from inventory, generally 12 months. We generally do not resell units that have been used for demonstration purposes. |
Leases, lessee | Leases We determine if an arrangement is a lease and classification of that lease, if applicable, at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether we have a right to direct the use of the asset. We currently do not have any finance leases. We have elected to not recognize a lease liability or right-of-use ("ROU") asset for short-term leases (leases with a term of twelve months or less and do not include an option we are reasonably certain to exercise to purchase the underlying asset). ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the present value of the lease payments over the lease, plus any initial direct costs incurred and less any lease incentives received. Annually, all ROU assets are reviewed for impairment. The lease liability is initially measured at lease commencement date based on the present value of minimum lease payments over the lease term. As the rates implicit in the leases are not readily available, we use our Incremental Borrowing Rate ("IBR") based on the information available at commencement date of a lease in determining the present value of lease payments. The determination of our IBR requires judgment. We took into consideration our recent debt offerings as well as external credit rating factors when determining our current IBR. Our lease terms may include options to extend or terminate the lease. We do not include these options in our minimum lease terms unless we believe they are reasonably certain to be exercised. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Non-lease components (i.e. common area maintenance) are separate from the lease components and are paid on actual usage. Therefore, the non-lease components are not included in the determination of the ROU asset or lease liability and are reflected as an expense in the period incurred. Our operating lease costs for operating lease payments are recognized on a straight-line basis over the lease term. |
Leases, lessor | We also sublease certain office space to third-parties. Our subleases consist of office space which was vacated as part of restructuring activities in 2016. We do not recognize ROU assets or lease liabilities associated with subleased office spaces in which we are the sublessor. Sublease income is recognized ratably over the term of the agreement. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Business Combinations | Business Combinations We have accounted for all of our acquisitions using the acquisition method. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired, based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to identifiable intangible assets. Significant assumptions used in valuing certain identifiable intangible assets include, but are not limited to, expected long-term market growth, future expected operating expenses, costs of capital, and appropriate discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates. |
Goodwill and Purchased Intangibles | Goodwill and Purchased Intangibles Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as one reporting unit and has selected December 1 as the date to perform its annual impairment test. In the valuation of its goodwill, the Company must make assumptions regarding estimated future cash flows to be derived from the Company. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss would be calculated by comparing the implied fair value of the Company to its net book value. In calculating the implied fair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the Company over the amount assigned to its other assets and liabilities represents the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. There was no impairment of goodwill recorded for the years ended December 31, 2019 , 2018 or 2017 . Purchased intangible assets with finite lives are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets. Purchased intangible assets with indefinite lives are assessed for potential impairment annually, or when events or circumstances indicate that their carrying amounts might be impaired. |
Warranties | Warranties We generally provide a one -year warranty on hardware. We do not accrue for potential warranty claims as a component of cost of product revenue as all product warranty claims are satisfied under our support and maintenance contracts. |
Contract Manufacturer Liabilities | Contract Manufacturer Liabilities We outsource most of our manufacturing, repair, and supply chain management operations to our independent contract manufacturers and payments to such manufacturers are a significant portion of our product cost of revenue. Although we could be contractually obligated |
Contract Balances, Assets Recognized from Costs to Obtain a Contract with a Customer and Revenue Recognition | Contract Balances Accounts Receivable Trade accounts receivable are recorded at the billable amount where we have the unconditional right to bill, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on our assessment of the collectability of accounts. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice, each customer's expected ability to pay and collection history, when applicable, to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. Deferred Revenue (Contract Liabilities) and Contract Assets Deferred revenue consists of amounts for which we have the unconditional right to bill, but have not been recognized as revenue because the related goods or services have not been transferred. These amounts include non-refundable customer deposits that are prepaid for future performance obligations, such as delivery of our Expertise on Demand units and pre-paid retainers. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current. Our contract assets consist of assets typically resulting when revenue recognized but for which we do not have the right to bill the customer due to allocation of transaction price, and such amounts have been included in prepaid expenses and other current assets. Our contract assets were immaterial as of December 31, 2019 and December 31, 2018 . In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period. Assets Recognized from Costs to Obtain a Contract with a Customer Deferred Commissions Our customer acquisition costs are primarily related to sales commissions and related payroll taxes earned by our sales force and such costs are considered incremental costs to obtain a contract. Sales commissions for initial contracts are deferred and then amortized taking into consideration the pattern of transfer to which the asset relates and may include expected renewal periods where renewal commissions are not commensurate with the initial commissions period. We typically recognize the initial commissions over the longer of the customer relationship (generally estimated to be four years) or over the same period as the initial revenue arrangement to which these costs relate. Renewal commissions not commensurate with the initial commissions paid are generally amortized over the renewal period. Deferred commissions that will amortize within the succeeding twelve month period are classified as current, and included in prepaid expenses and other current assets on the Consolidated Balance Sheets. The remaining balance is classified as non-current, and included in deposits and other long-term assets. As of December 31, 2019 and December 31, 2018 , the amount of deferred commissions included in prepaid expenses and other current assets was $53.0 million and $50.1 million , respectively. The amount of deferred commissions included in deposits and other long-term assets as of December 31, 2019 and December 31, 2018 was $49.8 million and $50.5 million , respectively. Deferred Costs of Revenue Revenue Recognition Revenue from Contracts with Customers Revenue is recognized when all of the following criteria are met: • Identification of the contract, or contracts, with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) we determine that collection of substantially all consideration to which it will be entitled in exchange for goods or services that will be transferred is probable based on the customer’s intent and ability to pay the promised consideration. • Identification of the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. • Determination of the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer adjusted for estimated variable consideration, if any. We typically estimate the transaction price impact of discounts offered to the customers for early payments on receivables or rebates based on channel partner sales achievements. Constraints are applied when estimating variable considerations based on historical experience where applicable. • Allocation of the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP basis. Determination of SSP requires judgment. We determine standalone selling price taking into account available information such as historical selling prices of the performance obligation, geographic location, overall strategic pricing objective, market conditions and internally approved pricing guidelines related to the performance obligations. • Recognition of revenue when, or as, we satisfy performance obligation - We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at or over the time the related performance obligation is satisfied by transferring a promised good or service to a customer. Nature of Products and Services We generate revenue from the sales of physical and virtual security appliances (products), subscriptions, support and maintenance and professional services, primarily through our indirect relationships with our partners or direct relationships with end customers through our direct sales force. We account for our performance obligations in accordance with ASC 606, and all related interpretations. Our security appliance deliverables include proprietary operating system software, which together with regular security intelligence updates and support and maintenance, deliver the essential functionality of our appliance-based security products. We combine appliances and software licenses with the related intelligence subscription and support as a single performance obligation. As a result, we recognize revenue for this single performance obligation ratably over the contractual term. Contracts containing this single performance obligation typically contain a material right of renewal option. For contracts that contain a material right of renewal option, the allocated value of the performance obligation is recognized ratably over the period between the end of the initial contractual term and the end of the estimated useful life of the related appliance and license. Revenue from subscriptions to our cloud-based solutions, which allow customers to use our hosted security software over a contracted period without taking possession of the software and managed services where we provide managed detection and response services for customers, are recognized over the contractual term. A small portion of our revenue is from appliances and software that are not dependent on regular threat intelligence updates. Revenue from these appliances and software is therefore recognized when ownership is transferred to our customers, typically upon shipment. Professional services, which include incident response, security assessments, and other strategic security consulting services are offered on a time-and-materials basis or through fixed fee arrangements, and we recognize the associated revenue as the services are delivered. |
Advertising Costs | Advertising Costs |
Software Development Costs | Software Development Costs The costs to develop internal-use software are subject to capitalization and begin amortizing once the software is substantially ready for use. These costs are included in property and equipment and are generally amortized over 3 |
Stock-Based Compensation | Stock-Based Compensation Compensation expense related to stock-based transactions, including employee and non-employee director awards and our 2013 Employee Stock Purchase Plan (the "ESPP"), is measured and recognized in the financial statements based on fair value. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model and a single option award approach. This model requires that at the date of grant we determine the fair value of the underlying common stock, the expected term of the award, the expected volatility of the price of our common stock, risk-free interest rates, and expected dividend yield of our common stock. The fair value of restricted stock awards and restricted stock units is based on the closing market price of our common stock on the date of grant. The stock-based compensation expense is recognized using a straight-line basis over the requisite service period of the entire awards, which is generally four years . Performance-based awards are subject to performance conditions. We recognize compensation expense over the requisite service period of each vesting tranche, when it becomes probable that the performance criteria set by our Board of Directors will be achieved. Beginning January 1, 2016 with the adoption of ASU 2016-09, we elected to recognize forfeitures as they occur, and no longer estimate a forfeiture rate when calculating the stock-based compensation for our equity awards. We account for stock options issued to non-employees based on the fair value of the awards determined using the Black-Scholes option-pricing model. The fair value of stock options granted to non-employees is remeasured as the stock options vest, and the resulting change in value, if any, is recognized in the statement of operations during the period the related services are rendered. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. In addition, deferred tax assets are recorded to reflect the future benefit of utilizing net operating losses and research and development credit carry forwards. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. We recognize taxes on Global Intangible Low-Taxed Income (“GILTI”) as a current period expense when incurred. |
Net Loss Per Share | Net Loss Per Share We calculate our basic and diluted net loss per share in conformity with the two-class method required for companies with participating securities. Under the two-class method, in periods when we have net income, net income is determined by allocating undistributed earnings, calculated as net income less current period convertible preferred stock non-cumulative dividends, between common stock and the convertible preferred stock. In computing diluted net income, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. Our basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock are considered common stock equivalents, but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. |
Convertible Senior Notes | Convertible Senior Notes We allocated the principal amount of the Convertible Senior Notes between its liability and equity components. The carrying amount of the liability component was determined by measuring the fair value of a similar debt instrument of similar credit quality and maturity that did not have the conversion feature. The carrying amount of the equity component, representing the embedded conversion option, was determined by deducting the fair value of the liability component from the principal amount of the Convertible Senior Notes as a whole. The equity component is included in additional paid-in-capital in consolidated balance sheets and is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the Convertible Senior Notes over the carrying amount of the liability component was recorded as a debt discount, and is being amortized to interest expense using the effective interest method through the first date holders have the right to require us to repurchase all or any portion of their Convertible Senior Notes; the first put date (see Note 9). We allocate the total amount of transaction costs incurred to the liability and equity components using the same proportions as the proceeds from the Convertible Senior Notes. Transaction costs attributable to the liability component were recorded as a direct deduction from the liability component of the Convertible Senior Notes, and are being amortized to interest expense using the effective interest method through the first put date. Transaction costs attributable to the equity component were netted with the equity component of the Convertible Senior Notes in additional paid-in capital. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842). This standard is intended to increase transparency and comparability among organizations by recognizing right-of-use ("ROU") assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This standard provides for a modified retrospective transition approach to recognize and measure leases at the beginning of the earliest period presented. In July 2018, the FASB issued ASU 2018-11, Leases (ASC 842): Targeted Improvements . The update provides an optional transition method that allows entities to apply the standard prospectively, versus recasting the prior periods presented. We adopted the standard effective January 1, 2019, using a modified retrospective transition method and not restating comparative periods. As a result, the consolidated balance sheet as of December 31, 2018 was not restated, continues to be reported under ASC 840, which did not require recognition of operating lease assets and liabilities on the balance sheet, and is not comparative. We have also elected the practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs for our leases which existed and expired prior to January 1, 2019. The standard had a material impact on our consolidated balance sheets, but did not have an impact on our consolidated statement of operations. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. We recognized ROU assets and lease liabilities of $60.7 million and $88.4 million , respectively, on our consolidated balance sheets on January 1, 2019, which included reclassifying lease incentives and deferred rent as a component of the ROU assets. See Summary of Significant Accounting Policies - Leases and Note 8 Leases for further details. Recent Accounting Pronouncements Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This standard eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (i.e. Step 2 of the current guidance), instead measuring the impairment charge as the excess of the reporting unit's carrying amount over its fair value (i.e. Step 1 of the current guidance). The guidance is effective for the Company beginning in the first quarter of 2020, and should be applied prospectively. Early adoption is permitted for impairment testing dates after January 1, 2017. The adoption of this standard is not expected to have a significant impact on our consolidated financial statements. Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard changes the impairment model for most financial assets and certain other instruments by introducing a current expected credit loss ("CECL") model. The CECL model is a more forward-looking approach based on expected losses rather than incurred losses, requiring entities to estimate and record losses expected over the remaining contractual life of an asset. The guidance is effective for the Company beginning in the first quarter of 2020. Early adoption is permitted. The adoption of this standard is not expected to have a significant impact on our consolidated financial statements. Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard requires capitalization of the implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Further, the standard also requires the Company to expense the capitalized implementation costs of a hosting arrangement over the term of the hosting arrangement. This standard is effective for the Company beginning in the first quarter of 2020. Early adoption is permitted. The adoption of this standard is not expected to have a significant impact on our consolidated financial statements. Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating consolidated income taxes to separate financial statements of entities not subject to income tax. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this new standard on its consolidated financial statements. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are described below: Property and Equipment Useful Life Computer equipment and software 2 to 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Furniture and fixtures 5 years Machinery and equipment 2 to 5 years Property and equipment, net consisted of the following (in thousands): As of December 31, 2019 2018 Computer equipment and software $ 203,242 $ 171,078 Leasehold improvements 64,180 62,832 Furniture and fixtures 15,496 13,835 Machinery and equipment 465 447 Total property and equipment $ 283,383 $ 248,192 Less: accumulated depreciation (189,571 ) (159,029 ) Total property and equipment, net $ 93,812 $ 89,163 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents our assets and liabilities measured at fair value on a recurring basis using the above input categories (in thousands): As of December 31, 2019 As of December 31, 2018 Description Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 24,246 $ — $ — $ 24,246 $ 25,748 $ — $ — $ 25,748 U.S. Treasuries — — — — — — — — Total cash equivalents $ 24,246 $ — $ — $ 24,246 $ 25,748 $ — $ — $ 25,748 Short-term investments: Certificates of deposit — 5,145 — 5,145 — — — — Commercial paper — — — — — — — — Corporate notes and bonds — 472,908 — 472,908 — 448,323 — 448,323 U.S. Treasuries — 48,069 — 48,069 — 112,700 — 112,700 U.S. Government agencies — 178,833 — 178,833 — 145,668 — 145,668 Total short-term investments $ — $ 704,955 $ — $ 704,955 $ — $ 706,691 $ — $ 706,691 Total assets measured at fair value $ 24,246 $ 704,955 $ — $ 729,201 $ 25,748 $ 706,691 $ — $ 732,439 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | Our investments consisted of the following (in thousands): As of December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Certificates of deposit $ 5,118 $ 27 $ — $ 5,145 $ — $ 5,145 Corporate notes and bonds 471,172 $ 1,950 (214 ) 472,908 — 472,908 U.S. Treasuries 48,086 2 (19 ) 48,069 — 48,069 U.S. Government agencies 178,891 52 (110 ) 178,833 — 178,833 Total $ 703,267 $ 2,031 $ (343 ) $ 704,955 $ — $ 704,955 As of December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Corporate notes and bonds $ 450,097 $ 44 $ (1,818 ) $ 448,323 $ — $ 448,323 U.S. Treasuries 112,783 2 (85 ) 112,700 — 112,700 U.S. Government agencies 146,110 — (442 ) 145,668 — 145,668 Total $ 708,990 $ 46 $ (2,345 ) $ 706,691 $ — $ 706,691 |
Summary of Gross Unrealized Losses and Fair Values of Investments in Continuous Unrealized Loss Position | The following tables present the gross unrealized losses and related fair values of our investments that have been in a continuous unrealized loss position (in thousands): As of December 31, 2019 Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Certificates of deposit $ 244 $ — $ — $ — $ 244 $ — Corporate notes and bonds 117,271 (205 ) 24,514 (9 ) 141,785 (214 ) U.S. Treasuries 5,041 (2 ) 33,996 (17 ) 39,037 (19 ) U.S. Government agencies 91,221 (103 ) 25,997 (7 ) 117,218 (110 ) Total $ 213,777 $ (310 ) $ 84,507 $ (33 ) $ 298,284 $ (343 ) As of December 31, 2018 Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Certificates of deposit $ — $ — $ — $ — $ — $ — Corporate notes and bonds 420,548 (1,817 ) 1,526 (2 ) 422,074 (1,819 ) U.S. Treasuries 105,525 (85 ) — — 105,525 (85 ) U.S. Government agencies 137,416 (441 ) — — 137,416 (441 ) Total $ 663,489 $ (2,343 ) $ 1,526 $ (2 ) $ 665,015 $ (2,345 ) |
Summary of Contractual Maturities of Investments | The following table summarizes the contractual maturities of our investments at December 31, 2019 (in thousands): Amortized Cost Fair Value Due within one year $ 265,128 $ 265,483 Due within one to three years 438,139 439,472 Total $ 703,267 $ 704,955 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The estimated useful lives of property and equipment are described below: Property and Equipment Useful Life Computer equipment and software 2 to 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Furniture and fixtures 5 years Machinery and equipment 2 to 5 years Property and equipment, net consisted of the following (in thousands): As of December 31, 2019 2018 Computer equipment and software $ 203,242 $ 171,078 Leasehold improvements 64,180 62,832 Furniture and fixtures 15,496 13,835 Machinery and equipment 465 447 Total property and equipment $ 283,383 $ 248,192 Less: accumulated depreciation (189,571 ) (159,029 ) Total property and equipment, net $ 93,812 $ 89,163 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | Allocation of the preliminary purchase price is as follows (in thousands): Amount Net tangible assets assumed $ 15,036 Intangible assets 45,200 Deferred tax liability (886 ) Goodwill 205,532 Total preliminary purchase price allocation $ 264,882 |
Schedule of Purchased Intangible Assets | Purchased intangible assets consisted of the following (in thousands): As of December 31, 2019 2018 Developed technology $ 148,303 $ 110,003 Content 158,700 158,700 Customer relationships 115,690 111,090 Contract backlog 13,200 12,500 Trade names 17,160 15,560 Non-competition agreements 1,400 1,400 Total intangible assets $ 454,453 409,253 Less: accumulated amortization (320,033 ) (266,091 ) Total net intangible assets $ 134,420 $ 143,162 The estimated useful life and fair values of the identifiable intangible assets are as follows (dollars in thousands): Preliminary Estimated Useful Life (in years) Amount Developed technology 5 $ 38,300 Customer relationships 5 4,600 Trade name 5 1,600 Contract backlog 2 700 Total identifiable intangible assets $ 45,200 |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 were as follows (in thousands): Amount Balance as of December 31, 2017 $ 984,661 Goodwill acquired 15,143 Balance as of December 31, 2018 $ 999,804 Goodwill acquired 205,488 Balance as of December 31, 2019 $ 1,205,292 |
Schedule of Expected Annual Amortization Expense of Intangible Assets | The expected future annual amortization expense of intangible assets as of December 31, 2019 is presented below (in thousands): Years Ending December 31, Amount 2020 $ 43,154 2021 38,379 2022 27,109 2023 22,005 2024 3,692 2025 and thereafter 81 Total $ 134,420 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Activities | The following table sets forth the restructuring balance as of December 31, 2017 related to previous restructuring activities, which was completed during the year ended December 31, 2019 , and a summary of restructuring activities during the years ended December 31, 2019 and 2018 (in thousands): Severance and related costs Facilities costs Total costs Balance at December 31, 2017 $ — $ 935 $ 935 Provision for restructuring charges — — — Cash payments — (175 ) (175 ) Other adjustments — 390 390 Balance at December 31, 2018 $ — $ 1,150 $ 1,150 Provision for restructuring charges 7,586 731 8,317 Cash payments (7,636 ) (271 ) (7,907 ) Other adjustments 214 (1,140 ) (926 ) Balance at December 31, 2019 $ 164 $ 470 $ 634 |
Deferred Commissions (Tables)
Deferred Commissions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Commissions | Changes in the balance of total deferred commissions for the periods presented are as follows (in thousands): Deferred Commissions Balance at December 31, 2017 $ 86,779 Commissions capitalized 77,319 Commissions recognized (63,441 ) Balance at December 31, 2018 100,657 Commissions capitalized 76,763 Commissions recognized (74,621 ) Balance at December 31, 2019 $ 102,799 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Expenses and Supplemental Balance Sheet, Cash Flow and Other Information | The components of lease expenses were as follows (in thousands): Year Ended December 31, 2019 Operating lease costs $ 17,270 Short-term lease costs 2,698 Sublease income (1,092 ) Total net lease costs $ 18,876 Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate): As of December 31, 2019 Operating leases: Operating lease right-of-use assets, net $ 58,758 Operating lease liabilities, current $ 18,437 Operating lease liabilities, non-current 70,481 Total operating lease liabilities $ 88,918 Weighted average remaining lease term (in years) 7.0 Weighted average discount rate 6.8 % The ROU assets and the short-term and long-term lease liabilities from our operating leases are included in other assets, accrued liabilities and other liabilities in our consolidated balance sheets, respectively. Supplemental cash flow and other information related to leases is as follows (in thousands): Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 15,892 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 7,769 |
Schedule of Undiscounted Cash Flows of Operating Lease Liabilities | Undiscounted cash flows of operating lease liabilities are as follows (in thousands): Years Ending December 31, Amount 2020 $ 19,051 2021 17,851 2022 14,745 2023 12,846 2024 11,402 2025 and thereafter 37,858 Total lease payments $ 113,753 Less: Imputed interest (24,835 ) Total lease obligation $ 88,918 Less: Current lease obligations (18,437 ) Long-term lease obligations $ 70,481 |
Schedule of Future Minimum Rental Payments for Operating Leases | As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 and under the previous lease accounting standard ASC 840, the aggregate future non-cancelable minimum rental payments on our operating leases, as of December 31, 2018 , are as follows (in thousands): Years Ending December 31, Amount 2019 $ 15,530 2020 16,325 2021 14,976 2022 12,766 2023 11,926 2024 and thereafter 47,409 Total $ 118,932 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenue | Deferred revenue as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 As of December 31, 2018 Product, subscription and support, current $ 508,580 $ 492,109 Professional services, current 95,364 64,706 Total deferred revenue, current $ 603,944 $ 556,815 Product, subscription and support, non-current 369,589 375,915 Professional services, non-current 1,034 2,098 Total deferred revenue, non-current $ 370,623 $ 378,013 Total deferred revenue $ 974,567 $ 934,828 Changes in the balance of deferred revenue for the periods presented are as follows (in thousands): Deferred Revenue Balance at December 31, 2017 $ 910,100 Billings for the period 855,678 Revenue recognized (830,950 ) Balance at December 31, 2018 $ 934,828 Billings for the period 926,141 Revenue recognized (889,152 ) Assumed in connection with acquisitions 2,750 Balance at December 31, 2019 $ 974,567 |
Expected Recognition of Remaining Performance Obligations | We expect to recognize these remaining performance obligations as follows (in percentages): Total Less than 1 year 1-2 years 2-3 years More than 3 years Deferred revenue 100% 62% 24% 11% 3% Backlog 100% 42% 41% 16% 1% |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Liability and Equity Components of Convertible Senior Notes | The liability and equity components of the 2035 Notes consisted of the following (in thousands): As of December 31, 2019 2018 Series A Notes Series B Notes Series A Notes Series B Notes Liability component: Principal $ 119,828 $ 460,000 $ 119,828 $ 460,000 Less: 2035 Notes discounts and issuance costs, net of amortization (2,540 ) (49,650 ) (8,420 ) (68,592 ) Net carrying amount $ 117,288 $ 410,350 $ 111,408 $ 391,408 Equity component, net of issuance costs $ 79,555 $ 117,834 $ 79,555 $ 117,834 The liability and equity components of the 2024 Notes consisted of the following (in thousands): As of December 31, 2019 2018 Liability component: Principal $ 600,000 $ 600,000 Less: 2024 Notes debt discounts and issuance costs, net of amortization (117,078 ) (140,239 ) Net carrying amount $ 482,922 $ 459,761 Equity component, net of issuance costs $ 138,064 $ 138,064 |
Schedule of Interest Expense Related to Convertible Senior Notes | Interest expense for the years ended December 31, 2019 and 2018 related to the 2024 Notes consisted of the following (dollars in thousands): Year Ended December 31, 2019 2018 Coupon interest $ 5,250 $ 3,145 Amortization of 2024 Notes debt discounts and issuance costs 23,161 13,420 Total interest expense recognized $ 28,411 $ 16,565 Effective interest rate on the liability component 6.2 % 5.6 % Interest expense for the years ended December 31, 2019 , 2018 and 2017 related to the 2035 Notes consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Series A Notes Series B Notes Series A Notes Series B Notes Series A Notes Series B Notes Coupon interest $ 1,198 $ 7,454 $ 2,537 $ 7,454 $ 4,600 $ 7,475 Amortization of 2035 Notes discounts and issuance costs 5,879 18,943 11,785 18,068 20,364 17,234 Total interest expense recognized $ 7,077 $ 26,397 $ 14,322 $ 25,522 $ 24,964 $ 24,709 Effective interest rate on the liability component 6.4 % 6.7 % 6.4 % 6.8 % 6.5 % 6.9 % |
Common Shares Reserved for Is_2
Common Shares Reserved for Issuance (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance | We had reserved shares of common stock for issuance as follows (in thousands): As of December 31, 2019 2018 Reserved under stock award plans 37,982 35,743 Convertible senior notes 35,442 35,442 ESPP 3,428 3,015 Total 76,852 74,200 |
Equity Award Plans (Tables)
Equity Award Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Activity for Stock Option Changes | A summary of the activity for our stock option changes during the reporting periods and a summary of information related to options outstanding and options exercisable are presented below (in thousands, except per share amounts and contractual life years): Options Outstanding Number of Weighted- Average Exercise Price Weighted- Aggregate Balance — December 31, 2016 8,085 $ 10.70 Granted — — Exercised (3,295 ) 5.81 $ 26,716 Cancelled (357 ) 35.89 Balance — December 31, 2017 4,433 $ 12.31 Granted — — Exercised (946 ) 7.28 9,588 Cancelled (178 ) 35.78 Balance — December 31, 2018 3,309 $ 12.49 Granted — — Exercised (731 ) 5.73 7,537 Cancelled (140 ) 22.65 Assumed in connection with acquisition 1,953 3.00 Balance — December 31, 2019 4,391 $ 9.07 5.2 $ 45,931 Options exercisable — December 31, 2019 2,941 $ 11.82 3.6 $ 27,016 |
Summary of Activity for Restricted Common Stock, RSAs and RSUs | A summary of the activity for our restricted common stock, RSAs and RSUs during the reporting periods and a summary of information related to unvested restricted common stock, RSAs and RSUs and those expected to vest based on the achievement of a performance condition are presented below (in thousands, except per share amounts and contractual life years): Number of Weighted- Weighted- Aggregate Unvested balance — December 31, 2016 19,883 $ 22.23 Granted 13,727 12.59 Vested (7,316 ) 21.56 Cancelled (6,277 ) 17.10 Unvested balance — December 31, 2017 20,017 $ 17.09 Granted 12,209 15.42 Vested (8,828 ) 18.11 Cancelled (3,117 ) 16.81 Unvested balance — December 31, 2018 20,281 $ 15.53 Granted 13,302 16.82 Vested (8,894 ) 16.03 Cancelled (2,992 ) 16.10 Unvested balance — December 31, 2019 21,697 $ 16.07 1.2 $ 358,651 Unvested awards for which the requisite service period has not been rendered and vesting is subject to the achievement of a performance condition — December 31, 2019 3,952 $ 17.44 0.9 $ 65,328 |
Summary of Assumptions Used in Black-Scholes Option-Pricing Model | The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine the fair value of our common shares under the ESPP: Year Ended December 31, 2019 2018 2017 Fair value of common stock $14.59 - $16.35 $16.69 - $20.01 $14.14 - $15.65 Risk-free interest rate 1.60% - 2.35% 2.08% - 2.70% 1.05% - 1.62% Expected term (in years) 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 Volatility 29% - 39% 32% - 38% 29% - 52% Dividend yield —% —% —% |
Schedule of Stock-Based Compensation Expense Related to Stock Options, ESPP and Restricted Stock Units and Awards | Stock-based compensation expense related to stock options, ESPP and restricted stock units and awards is included in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2019 2018 2017 Cost of product, subscription and support revenue $ 14,905 $ 14,178 $ 18,249 Cost of professional services revenue 13,972 14,184 14,407 Research and development 45,476 49,503 56,720 Sales and marketing 49,198 47,592 46,766 General and administrative 29,966 28,218 30,194 Restructuring — — — Total $ 153,517 $ 153,675 $ 166,336 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | Loss before income taxes consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 United States $ (141,740 ) $ (119,886 ) $ (110,011 ) Foreign (109,979 ) (117,713 ) (170,541 ) Total $ (251,719 ) $ (237,599 ) $ (280,552 ) |
Schedule of Provision for (Benefit from) Income Taxes | The provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Federal: Current $ — $ — $ — Deferred (1,113 ) (429 ) (310 ) State: Current 251 109 2 Deferred (190 ) (194 ) — Foreign: Current 6,378 6,502 5,917 Deferred 364 (464 ) (977 ) Total $ 5,690 $ 5,524 $ 4,632 |
Reconciliation of Federal Statutory Income Tax Rate to Effective Tax Rate | Reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: Year Ended December 31, 2019 2018 2017 Federal statutory rate 21.0 % 21.0 % 35.0 % Effect of: State taxes, net of federal tax benefit — — — Change in valuation allowance (32.5 ) (10.0 ) 7.4 Research and development tax credit 2.6 1.6 1.0 Stock-based compensation (2.6 ) (2.4 ) 0.5 Impact of foreign tax differential 8.0 (11.5 ) (20.6 ) Non-deductible/non-taxable items 1.9 (0.2 ) (0.4 ) Impact of Tax Act — — (24.0 ) Other, net (0.7 ) (0.8 ) (0.5 ) Total (2.3 )% (2.3 )% (1.6 )% |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of the deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 116,790 $ 133,484 Accruals and reserves 8,061 14,783 Stock-based compensation 14,852 14,238 Fixed assets 1,238 — Lease liability 21,689 — Deferred revenue 119,129 97,863 Intangible asset, net 14,646 — Tax credit carryforwards 56,865 44,695 Other deferred tax assets 700 1,494 Gross deferred tax assets 353,970 306,557 Valuation allowance (276,731 ) (193,265 ) Total deferred tax assets 77,239 113,292 Deferred tax liabilities: Accruals and reserves (5,587 ) (5,447 ) Acquisition related intangibles — (34,293 ) Fixed Assets — (4,981 ) Right of use asset (14,329 ) — Convertible senior notes (38,448 ) (48,786 ) Deferred Commissions (16,764 ) (17,089 ) Total deferred tax liabilities (75,128 ) (110,596 ) Total net deferred tax assets $ 2,111 $ 2,696 |
Reconciliation of Gross Unrecognized Tax Benefits | A reconciliation of gross unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Unrecognized tax benefits at the beginning of the period $ 42,490 $ 39,387 $ 43,637 Increases related to current year tax positions 7,076 2,651 10,780 Increases related to prior year tax positions 6,654 501 — Decreases related to prior year tax positions — — (14,955 ) Decreases related to settlements with taxing authorities (29 ) — — Decreases related to lapse of statute of limitations (57 ) (49 ) (75 ) Unrecognized tax benefits at the end of the period $ 56,134 $ 42,490 $ 39,387 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss per Common Share | The following table sets forth the computation of net loss per common share (in thousands, except per share amounts): Year Ended December 31, 2019 2018 2017 Numerator: Net loss $ (257,409 ) $ (243,123 ) $ (285,184 ) Denominator: Weighted average number of shares outstanding—basic and diluted 207,234 190,803 177,757 Net loss per share—basic and diluted $ (1.24 ) $ (1.27 ) $ (1.60 ) |
Schedule of Outstanding Options, Unvested Shares and Units, ESPP Shares, Shares Issuable upon Conversion of Convertible Senior Notes and Shares Contingently Issuable Excluded from Computation of Diluted Net Loss per Share | The following outstanding options, unvested shares and units, ESPP shares, shares issuable upon the conversion of our Convertible Senior Notes and shares contingently issuable were excluded (as common stock equivalents) from the computation of diluted net loss per common share for the periods presented as their effect would have been anti-dilutive (in thousands): As of December 31, 2019 2018 2017 Options to purchase common stock 4,391 3,309 4,433 Unvested restricted stock awards and units 21,697 20,281 20,017 Convertible senior notes 35,442 35,442 15,141 ESPP shares 166 160 166 |
Segment and Major Customers I_2
Segment and Major Customers Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Region | Revenue by geographic region based on the billing address is as follows (in thousands): Year Ended December 31, 2019 2018 2017 U.S. $ 554,856 $ 523,150 $ 521,232 EMEA 155,357 135,736 116,205 APAC 131,361 122,516 105,196 Other 47,578 49,548 37,015 Total revenue $ 889,152 $ 830,950 $ 779,648 |
Disaggregation of Revenue | The following table depicts the disaggregation of revenue according to revenue type and is consistent with how we evaluate our sales performance (in thousands): Year Ended December 31, 2019 2018 2017 Revenue by Category Product and related subscription and support $ 467,823 $ 498,992 $ 479,521 Platform, cloud subscription and managed services 241,013 188,390 166,444 Professional services 180,316 143,568 133,683 Total revenue $ 889,152 $ 830,950 $ 779,648 |
Summary of Long lived Assets by Geographic Region | Long lived assets by geographic region based on physical location is as follows (in thousands): As of December 31, 2019 2018 Property and Equipment, net: United States $ 85,287 $ 80,313 International 8,525 8,850 Total property and equipment, net $ 93,812 $ 89,163 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Description of Business (Narrative) (Details) - USD ($) | Jan. 17, 2020 | May 28, 2019 | May 24, 2018 | Jan. 11, 2018 | Oct. 20, 2017 | May 31, 2019 | May 31, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 05, 2018 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||||||||||||||
Consideration transferred, equity interests | $ 119,682,000 | $ 15,387,000 | $ 4,361,000 | ||||||||||||
Net proceeds after initial purchasers discount and issuance costs | 0 | 584,405,000 | 0 | ||||||||||||
Payments for purchase of capped calls | $ 65,200,000 | 0 | 65,220,000 | 0 | |||||||||||
Repurchase of debt | $ 0 | $ 286,817,000 | $ 0 | ||||||||||||
Verodin Inc | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase consideration, cash paid | $ 143,700,000 | $ 143,700,000 | |||||||||||||
Equity interest issuable (in shares) | 8,404,609 | 8,404,609 | |||||||||||||
Consideration transferred, equity interests | $ 119,700,000 | $ 119,700,000 | |||||||||||||
Fair value of replacement awards | $ 1,500,000 | $ 1,500,000 | |||||||||||||
X15 | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase consideration, cash paid | $ 5,300,000 | $ 5,300,000 | |||||||||||||
Equity interest issuable (in shares) | 1,016,334 | 1,016,334 | |||||||||||||
Consideration transferred, equity interests | $ 15,400,000 | $ 15,400,000 | |||||||||||||
The Email Laundry | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase consideration, cash paid | $ 4,300,000 | $ 4,300,000 | |||||||||||||
Equity interest issuable (in shares) | 259,425 | 259,425 | |||||||||||||
Consideration transferred, equity interests | $ 4,400,000 | ||||||||||||||
Convertible Senior Notes due 2024 | Convertible Senior Notes | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Principal amount | $ 525,000,000 | $ 600,000,000 | $ 75,000,000 | ||||||||||||
Stated interest rate | 0.875% | 0.875% | |||||||||||||
Net proceeds after initial purchasers discount and issuance costs | $ 584,400,000 | $ 584,400,000 | |||||||||||||
Payments for purchase of capped calls | $ 65,200,000 | ||||||||||||||
Initial conversion price (in usd per share) | $ 23.17 | $ 23.17 | |||||||||||||
Initial cap price (in usd per share) | $ 34.32 | $ 34.32 | |||||||||||||
Repurchase of debt | $ 330,400,000 | ||||||||||||||
Series A Notes | Convertible Senior Notes | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Principal amount | $ 460,000,000 | ||||||||||||||
Stated interest rate | 1.00% | 1.00% | |||||||||||||
Repurchased aggregate principal amount | $ 340,200,000 | $ 340,200,000 | |||||||||||||
Repurchase of debt | $ 330,400,000 | ||||||||||||||
Subsequent Event | CloudVisory LLC | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase consideration, cash paid | $ 13,500,000 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Foreign Currency Translation and Transactions Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Gain (loss) on foreign currency | $ (0.7) | $ (1.5) | $ 1.8 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Inventories (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Reserves for excess and obsolete inventories | $ 5.9 | $ 5.2 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Minimum | Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Minimum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Maximum | Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Maximum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Description of Business and S_8
Description of Business and Summary of Significant Accounting Policies - Goodwill and Purchased Intangibles (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)reporting_segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reporting units | reporting_segment | 1 | ||
Goodwill, impairment loss | $ | $ 0 | $ 0 | $ 0 |
Description of Business and S_9
Description of Business and Summary of Significant Accounting Policies - Warranties (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Warranty term on hardware | 1 year |
Description of Business and _10
Description of Business and Summary of Significant Accounting Policies - Revenue Recognition and Deferred Revenue (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Commission recognition period | 4 years | ||
Deferred costs | $ 102,799 | $ 100,657 | $ 86,779 |
Prepaid Expenses and Other Current Assets | Deferred Commissions | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred costs | 53,000 | 50,100 | |
Prepaid Expenses and Other Current Assets | Deferred Costs of Revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred costs | 17,200 | 17,000 | |
Deposits and Other Current Assets | Deferred Commissions | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred costs | 49,800 | 50,500 | |
Deposits and Other Long-term Assets | Deferred Costs of Revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred costs | $ 21,900 | $ 20,300 |
Description of Business and _11
Description of Business and Summary of Significant Accounting Policies - Advertising Costs (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising costs | $ 3.2 | $ 3.4 | $ 2.6 |
Description of Business and _12
Description of Business and Summary of Significant Accounting Policies - Software Development Costs and Stock-Based Compensation (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |
Requisite service period | 4 years |
Software Development | |
Property, Plant and Equipment [Line Items] | |
Amortization period | 3 years |
Description of Business and _13
Description of Business and Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets, net | $ 58,758 | |
Lease liability | $ 88,918 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets, net | $ 60,700 | |
Lease liability | $ 88,400 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 24,246 | $ 25,748 |
Total short-term investments | 704,955 | 706,691 |
Total assets measured at fair value | 729,201 | 732,439 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 5,145 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 472,908 | 448,323 |
U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 48,069 | 112,700 |
U.S. Government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 178,833 | 145,668 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 24,246 | 25,748 |
U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 24,246 | 25,748 |
Total short-term investments | 0 | 0 |
Total assets measured at fair value | 24,246 | 25,748 |
Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Level 1 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Level 1 | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Level 1 | U.S. Government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 24,246 | 25,748 |
Level 1 | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total short-term investments | 704,955 | 706,691 |
Total assets measured at fair value | 704,955 | 706,691 |
Level 2 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 5,145 | 0 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Level 2 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 472,908 | 448,323 |
Level 2 | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 48,069 | 112,700 |
Level 2 | U.S. Government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 178,833 | 145,668 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Level 2 | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total short-term investments | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Level 3 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Level 3 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Level 3 | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Level 3 | U.S. Government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Level 3 | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Billions | Dec. 31, 2019USD ($) |
Level 2 | Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Fair value of debt | $ 1.1 |
Investments - Summary of Invest
Investments - Summary of Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 703,267 | $ 708,990 |
Gross Unrealized Gains | 2,031 | 46 |
Gross Unrealized Losses | (343) | (2,345) |
Estimated Fair Value | 704,955 | 706,691 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 5,118 | |
Gross Unrealized Gains | 27 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 5,145 | |
Corporate notes and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 471,172 | 450,097 |
Gross Unrealized Gains | 1,950 | 44 |
Gross Unrealized Losses | (214) | (1,818) |
Estimated Fair Value | 472,908 | 448,323 |
U.S. Treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 48,086 | 112,783 |
Gross Unrealized Gains | 2 | 2 |
Gross Unrealized Losses | (19) | (85) |
Estimated Fair Value | 48,069 | 112,700 |
U.S. Government agencies | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 178,891 | 146,110 |
Gross Unrealized Gains | 52 | 0 |
Gross Unrealized Losses | (110) | (442) |
Estimated Fair Value | 178,833 | 145,668 |
Cash and Cash Equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Estimated Fair Value | 0 | 0 |
Cash and Cash Equivalents | Corporate notes and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Estimated Fair Value | 0 | 0 |
Cash and Cash Equivalents | U.S. Treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Estimated Fair Value | 0 | 0 |
Cash and Cash Equivalents | U.S. Government agencies | ||
Debt Securities, Available-for-sale [Line Items] | ||
Estimated Fair Value | 0 | 0 |
Short-Term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Estimated Fair Value | 704,955 | 706,691 |
Short-Term Investments | Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Estimated Fair Value | 5,145 | |
Short-Term Investments | Corporate notes and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Estimated Fair Value | 472,908 | 448,323 |
Short-Term Investments | U.S. Treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Estimated Fair Value | 48,069 | 112,700 |
Short-Term Investments | U.S. Government agencies | ||
Debt Securities, Available-for-sale [Line Items] | ||
Estimated Fair Value | $ 178,833 | $ 145,668 |
Investments - Summary of Gross
Investments - Summary of Gross Unrealized Losses and Fair Values of Investments in Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value | ||
Less Than 12 Months | $ 213,777 | $ 663,489 |
Greater Than 12 Months | 84,507 | 1,526 |
Total | 298,284 | 665,015 |
Unrealized Loss | ||
Less Than 12 Months | (310) | (2,343) |
Greater Than 12 Months | (33) | (2) |
Total | (343) | (2,345) |
Certificates of deposit | ||
Fair Value | ||
Less Than 12 Months | 244 | 0 |
Greater Than 12 Months | 0 | 0 |
Total | 244 | 0 |
Unrealized Loss | ||
Less Than 12 Months | 0 | 0 |
Greater Than 12 Months | 0 | 0 |
Total | 0 | 0 |
Corporate notes and bonds | ||
Fair Value | ||
Less Than 12 Months | 117,271 | 420,548 |
Greater Than 12 Months | 24,514 | 1,526 |
Total | 141,785 | 422,074 |
Unrealized Loss | ||
Less Than 12 Months | (205) | (1,817) |
Greater Than 12 Months | (9) | (2) |
Total | (214) | (1,819) |
U.S. Treasuries | ||
Fair Value | ||
Less Than 12 Months | 5,041 | 105,525 |
Greater Than 12 Months | 33,996 | 0 |
Total | 39,037 | 105,525 |
Unrealized Loss | ||
Less Than 12 Months | (2) | (85) |
Greater Than 12 Months | (17) | 0 |
Total | (19) | (85) |
U.S. Government agencies | ||
Fair Value | ||
Less Than 12 Months | 91,221 | 137,416 |
Greater Than 12 Months | 25,997 | 0 |
Total | 117,218 | 137,416 |
Unrealized Loss | ||
Less Than 12 Months | (103) | (441) |
Greater Than 12 Months | (7) | 0 |
Total | $ (110) | $ (441) |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Investment [Line Items] | ||
Other-than-temporary impairment | $ 0 | $ 0 |
Privately Held Company | ||
Investment [Line Items] | ||
Ownership interest | 10.00% | |
Carrying value of investment | $ 0 | $ 500,000 |
Investments - Summary of Contra
Investments - Summary of Contractual Maturities of Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Amortized Cost | ||
Due within one year | $ 265,128 | |
Due within one to three years | 438,139 | |
Total | 703,267 | |
Fair Value | ||
Due within one year | 265,483 | |
Due within one to three years | 439,472 | |
Total | $ 704,955 | $ 706,691 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 283,383 | $ 248,192 |
Less: accumulated depreciation | (189,571) | (159,029) |
Total property and equipment, net | 93,812 | 89,163 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 203,242 | 171,078 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 64,180 | 62,832 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 15,496 | 13,835 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 465 | $ 447 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Capitalized software development costs | $ 22.5 | $ 22.5 | $ 14.2 |
Amortization expense related to capitalized software development costs | 16.7 | 10.2 | 5.6 |
Depreciation and amortization expense | $ 38.2 | $ 36.7 | $ 41.8 |
Business Combinations - (Narrat
Business Combinations - (Narrative) (Details) $ in Thousands | Jan. 17, 2020USD ($) | May 28, 2019USD ($)shares | Jan. 11, 2018USD ($)shares | Oct. 20, 2017USD ($)shares | May 31, 2019USD ($)shares | Jan. 31, 2018USD ($)shares | Oct. 31, 2017USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 1,205,292 | $ 999,804 | $ 984,661 | |||||||
Common stock issued in connection with acquisitions | 119,682 | 15,387 | 4,361 | |||||||
Amortization of intangible assets | $ 53,900 | $ 50,300 | $ 59,300 | |||||||
The Email Laundry | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 4,300 | $ 4,300 | ||||||||
Common stock issued to acquire company (in shares) | shares | 259,425 | 259,425 | ||||||||
Estimated fair value of common stock issued | $ 4,400 | |||||||||
Total purchase consideration | 8,700 | |||||||||
Intangible assets | 2,700 | |||||||||
Goodwill | 6,400 | |||||||||
Tangible net liabilities | $ 300 | |||||||||
Common stock issued in connection with acquisitions | $ 4,400 | |||||||||
The Email Laundry | Technology | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preliminary Estimated Useful Life (in years) | 3 years | |||||||||
X15 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 5,300 | $ 5,300 | ||||||||
Common stock issued to acquire company (in shares) | shares | 1,016,334 | 1,016,334 | ||||||||
Total purchase consideration | $ 20,700 | |||||||||
Intangible assets | 6,100 | |||||||||
Goodwill | 15,100 | |||||||||
Tangible net liabilities | $ 500 | |||||||||
Preliminary Estimated Useful Life (in years) | 3 years | |||||||||
Common stock issued in connection with acquisitions | $ 15,400 | $ 15,400 | ||||||||
Verodin Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 143,700 | $ 143,700 | ||||||||
Common stock issued to acquire company (in shares) | shares | 8,404,609 | 8,404,609 | ||||||||
Total purchase consideration | $ 264,900 | |||||||||
Goodwill | 205,532 | |||||||||
Common stock issued in connection with acquisitions | 119,700 | $ 119,700 | ||||||||
Fair value of replacement awards | 1,500 | $ 1,500 | ||||||||
Acquisition costs | $ 600 | |||||||||
Verodin Inc | Developed Technology | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preliminary Estimated Useful Life (in years) | 5 years | |||||||||
Verodin Inc | Customer Relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preliminary Estimated Useful Life (in years) | 5 years | |||||||||
Verodin Inc | Trade Names | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preliminary Estimated Useful Life (in years) | 5 years | |||||||||
Verodin Inc | Contract Backlog | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preliminary Estimated Useful Life (in years) | 2 years | |||||||||
Verodin Inc | Measurement Input, Discount Rate | Developed Technology | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets, measurement input | 0.12 | |||||||||
Verodin Inc | Measurement Input, Discount Rate | Customer Relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets, measurement input | 0.11 | |||||||||
Verodin Inc | Measurement Input, Discount Rate | Contract Backlog | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets, measurement input | 0.08 | |||||||||
Verodin Inc | Measurement Input, Royalty Rate | Trade Names | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets, measurement input | 0.12 | |||||||||
CloudVisory LLC | Subsequent Event | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 13,500 |
Business Combinations - Purchas
Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | May 28, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,205,292 | $ 999,804 | $ 984,661 | |
Verodin Inc | ||||
Business Acquisition [Line Items] | ||||
Net tangible assets assumed | $ 15,036 | |||
Intangible assets | 45,200 | |||
Deferred tax liability | (886) | |||
Goodwill | 205,532 | |||
Total preliminary purchase price allocation | $ 264,882 |
Business Combinations - Identif
Business Combinations - Identifiable Intangible Assets Acquired (Details) - Verodin Inc $ in Thousands | May 28, 2019USD ($) |
Business Acquisition [Line Items] | |
Amount | $ 45,200 |
Developed technology | |
Business Acquisition [Line Items] | |
Preliminary Estimated Useful Life (in years) | 5 years |
Amount | $ 38,300 |
Customer relationships | |
Business Acquisition [Line Items] | |
Preliminary Estimated Useful Life (in years) | 5 years |
Amount | $ 4,600 |
Trade name | |
Business Acquisition [Line Items] | |
Preliminary Estimated Useful Life (in years) | 5 years |
Amount | $ 1,600 |
Contract backlog | |
Business Acquisition [Line Items] | |
Preliminary Estimated Useful Life (in years) | 2 years |
Amount | $ 700 |
Business Combinations - Schedul
Business Combinations - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 999,804 | $ 984,661 |
Goodwill acquired | 205,488 | 15,143 |
Goodwill, ending balance | $ 1,205,292 | $ 999,804 |
Business Combinations - Sched_2
Business Combinations - Schedule of Purchased Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||
Intangible assets | $ 454,453 | $ 409,253 |
Less: accumulated amortization | (320,033) | (266,091) |
Total net intangible assets | 134,420 | 143,162 |
Developed technology | ||
Business Acquisition [Line Items] | ||
Intangible assets | 148,303 | 110,003 |
Content | ||
Business Acquisition [Line Items] | ||
Intangible assets | 158,700 | 158,700 |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Intangible assets | 115,690 | 111,090 |
Contract backlog | ||
Business Acquisition [Line Items] | ||
Intangible assets | 13,200 | 12,500 |
Trade names | ||
Business Acquisition [Line Items] | ||
Intangible assets | 17,160 | 15,560 |
Non-competition agreements | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 1,400 | $ 1,400 |
Business Combinations - Sched_3
Business Combinations - Schedule of Expected Annual Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Years Ending December 31, | ||
2020 | $ 43,154 | |
2021 | 38,379 | |
2022 | 27,109 | |
2023 | 22,005 | |
2024 | 3,692 | |
2025 and thereafter | 81 | |
Total net intangible assets | $ 134,420 | $ 143,162 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Restructuring and Related Activities [Abstract] | ||||
Percentage of workforce reduction (less than) | 2.00% | |||
Other adjustments | $ (926) | $ 390 | ||
Remaining restructuring balance | $ 634 | $ 1,150 | $ 935 |
Restructuring Charges - Summary
Restructuring Charges - Summary of Restructuring Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Reserve | ||
Beginning balance | $ 1,150 | $ 935 |
Provision for restructuring charges | 8,317 | 0 |
Cash payments | (7,907) | (175) |
Other adjustments | (926) | 390 |
Ending balance | 634 | 1,150 |
Severance and related costs | ||
Restructuring Reserve | ||
Beginning balance | 0 | 0 |
Provision for restructuring charges | 7,586 | 0 |
Cash payments | (7,636) | 0 |
Other adjustments | 214 | 0 |
Ending balance | 164 | 0 |
Facilities costs | ||
Restructuring Reserve | ||
Beginning balance | 1,150 | 935 |
Provision for restructuring charges | 731 | 0 |
Cash payments | (271) | (175) |
Other adjustments | (1,140) | 390 |
Ending balance | $ 470 | $ 1,150 |
Deferred Commissions (Details)
Deferred Commissions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Capitalized Contract Cost [Roll Forward] | ||
Beginning balance | $ 100,657 | $ 86,779 |
Commissions capitalized | 76,763 | 77,319 |
Commissions recognized | (74,621) | (63,441) |
Ending balance | $ 102,799 | $ 100,657 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Optional extension term (up to) | 5 years |
Operating leases commitments not yet commenced | $ 0.5 |
Operating leases not yet commenced, term of contract | 3 years 3 months 18 days |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Period for optional lease termination | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 10 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expenses (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease costs | $ 17,270 |
Short-term lease costs | 2,698 |
Sublease income | (1,092) |
Total net lease costs | $ 18,876 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating leases: | |
Operating lease right-of-use assets, net | $ 58,758 |
Operating lease liabilities, current | 18,437 |
Operating lease liabilities, non-current | 70,481 |
Total operating lease liabilities | $ 88,918 |
Weighted average remaining lease term (in years) | 7 years |
Weighted average discount rate | 6.80% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 15,892 |
Lease liabilities arising from obtaining right-of-use assets: | |
Operating leases | $ 7,769 |
Leases - Schedule of Undiscount
Leases - Schedule of Undiscounted Cash Flows of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 19,051 |
2021 | 17,851 |
2022 | 14,745 |
2023 | 12,846 |
2024 | 11,402 |
2025 and thereafter | 37,858 |
Total lease payments | 113,753 |
Less: Imputed interest | (24,835) |
Total operating lease liabilities | 88,918 |
Less: Current lease obligations | (18,437) |
Long-term lease obligations | $ 70,481 |
Leases - Operating Lease Rental
Leases - Operating Lease Rental Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 15,530 |
2020 | 16,325 |
2021 | 14,976 |
2022 | 12,766 |
2023 | 11,926 |
2024 and thereafter | 47,409 |
Total | $ 118,932 |
Deferred Revenue - Schedule of
Deferred Revenue - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue from External Customer [Line Items] | |||
Deferred revenue, current | $ 603,944 | $ 556,815 | |
Deferred revenue, non-current | 370,623 | 378,013 | |
Total deferred revenue | 974,567 | 934,828 | $ 910,100 |
Product, subscription and support | |||
Revenue from External Customer [Line Items] | |||
Deferred revenue, current | 508,580 | 492,109 | |
Deferred revenue, non-current | 369,589 | 375,915 | |
Professional services | |||
Revenue from External Customer [Line Items] | |||
Deferred revenue, current | 95,364 | 64,706 | |
Deferred revenue, non-current | $ 1,034 | $ 2,098 |
Deferred Revenue - Changes in D
Deferred Revenue - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Change in Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 934,828 | $ 910,100 |
Billings for the period | 926,141 | 855,678 |
Revenue recognized | (889,152) | (830,950) |
Assumed in connection with acquisitions | 2,750 | |
Ending balance | $ 974,567 | $ 934,828 |
Deferred Revenue - Narrative (D
Deferred Revenue - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | |||
Deferred revenue | $ 974,567 | $ 934,828 | $ 910,100 |
Backlog | $ 15,100 | $ 26,900 |
Deferred Revenue - Remaining Pe
Deferred Revenue - Remaining Performance Obligations (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue | 100.00% |
Backlog | 100.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue | 62.00% |
Backlog | 42.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Deferred revenue, expected timing of satisfaction | 1 year |
Backlog, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue | 24.00% |
Backlog | 41.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Deferred revenue, expected timing of satisfaction | 1 year |
Backlog, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue | 11.00% |
Backlog | 16.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Deferred revenue, expected timing of satisfaction | 1 year |
Backlog, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue | 3.00% |
Backlog | 1.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Deferred revenue, expected timing of satisfaction | |
Backlog, expected timing of satisfaction |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) | May 24, 2018USD ($)daysday$ / sharesshares | May 31, 2018USD ($) | Jun. 30, 2015USD ($)days$ / sharesshares | Jun. 30, 2018USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 05, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||
Net proceeds from issuance | $ 0 | $ 584,405,000 | $ 0 | |||||
Repurchase of debt | 0 | 286,817,000 | 0 | |||||
Payments for purchase of capped calls | $ 65,200,000 | 0 | 65,220,000 | 0 | ||||
Loss on extinguishment of debt | $ 0 | 10,764,000 | $ 0 | |||||
Convertible Senior Notes due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Equity component of convertible senior notes | 138,064,000 | |||||||
Series A Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Equity component of convertible senior notes | (13,012,000) | |||||||
Convertible Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Weighted-average remaining period to amortize discounts and issuance costs | 2 years 3 months 18 days | |||||||
Convertible Senior Notes | Convertible Senior Notes due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 525,000,000 | 600,000,000 | $ 75,000,000 | |||||
Initial purchaser's discount | 15,000,000 | |||||||
Issuance costs | 600,000 | |||||||
Net proceeds from issuance | 584,400,000 | $ 584,400,000 | ||||||
Repurchase of debt | 330,400,000 | |||||||
Payments for purchase of capped calls | $ 65,200,000 | |||||||
Stated interest rate | 0.875% | 0.875% | ||||||
Initial conversion rate (per $1000 principal amount of notes) | shares | 43.1667 | |||||||
Initial conversion price (in usd per share) | $ / shares | $ 23.17 | $ 23.17 | ||||||
Threshold consecutive note trading days | 5 days | |||||||
Threshold percentage of note price trigger (less than) | 98.00% | |||||||
Percentage of principal amount | 100.00% | |||||||
Redemption price triggered by fundamental change (as a percent) | 100.00% | |||||||
Equity component of convertible senior notes | $ 141,700,000 | |||||||
Weighted-average remaining amortization period | 4 years 4 months 24 days | |||||||
Initial cap price (in usd per share) | $ / shares | $ 34.32 | $ 34.32 | ||||||
Threshold note trading days | days | 5 | |||||||
Aggregate principal amount | $ 600,000,000 | 600,000,000 | ||||||
Convertible Senior Notes | Convertible Senior Notes due 2024 | Subsequent to September 30, 2015 | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold trading days (at least) | day | 20 | |||||||
Threshold consecutive trading days | day | 30 | |||||||
Threshold percentage of stock price trigger (greater than or equal) | 130.00% | |||||||
Convertible Senior Notes | Convertible Senior Notes due 2024 | On or after June 1, 2020 until June 1, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold trading days (at least) | day | 20 | |||||||
Threshold percentage of stock price trigger (greater than or equal) | 130.00% | |||||||
Convertible Senior Notes | Series A Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 460,000,000 | |||||||
Repurchase of debt | $ 330,400,000 | |||||||
Repurchased aggregate principal amount | $ 340,200,000 | $ 340,200,000 | ||||||
Stated interest rate | 1.00% | 1.00% | ||||||
Repurchase price of equity component | $ 13,000,000 | |||||||
Remaining expected life | 2 years | |||||||
Loss on extinguishment of debt | $ 10,800,000 | |||||||
Aggregate principal amount | 119,828,000 | 119,828,000 | ||||||
Convertible Senior Notes | Series B Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 460,000,000 | |||||||
Initial purchaser's discount | 23,000,000 | |||||||
Issuance costs | 500,000 | |||||||
Net proceeds from issuance | $ 896,500,000 | |||||||
Stated interest rate | 1.625% | |||||||
Initial conversion rate (per $1000 principal amount of notes) | shares | 16.4572 | |||||||
Initial conversion price (in usd per share) | $ / shares | $ 60.76 | |||||||
Threshold consecutive trading days | 5 days | |||||||
Threshold consecutive note trading days | 5 days | |||||||
Threshold percentage of note price trigger (less than) | 98.00% | |||||||
Redemption price triggered by fundamental change (as a percent) | 100.00% | |||||||
Redemption price | 100.00% | |||||||
Aggregate principal amount | $ 460,000,000 | $ 460,000,000 | ||||||
Convertible Senior Notes | Series B Notes | Subsequent to September 30, 2015 | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold trading days (at least) | days | 20 | |||||||
Threshold consecutive trading days | days | 30 | |||||||
Threshold percentage of stock price trigger (greater than or equal) | 130.00% | |||||||
Convertible Senior Notes | Series B Notes | On or after June 1, 2020 until June 1, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold trading days (at least) | days | 20 | |||||||
Threshold consecutive trading days | days | 30 | |||||||
Threshold percentage of stock price trigger (greater than or equal) | 130.00% | |||||||
Required trading days since notice of redemption | 3 days | |||||||
Convertible Senior Notes | Liability Component of Convertible Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Initial purchaser's discount | 11,500,000 | $ 17,600,000 | ||||||
Issuance costs | 500,000 | 400,000 | ||||||
Convertible debt | 458,300,000 | |||||||
Convertible Senior Notes | Equity Component of Convertible Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Initial purchaser's discount | 3,500,000 | 5,400,000 | ||||||
Issuance costs | $ 100,000 | $ 100,000 | ||||||
Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Closing price of stock (in usd per share) | $ / shares | $ 16.53 | |||||||
Measurement Input, Discount Rate | Convertible Senior Notes | Convertible Senior Notes due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Measurement input | 0.055 | |||||||
Measurement Input, Discount Rate | Convertible Senior Notes | Series A Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Measurement input | 0.045 | |||||||
Convertible senior notes | Convertible Senior Notes | Series A Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Repurchase of debt | $ 317,400,000 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Liability and Equity Components of Convertible Senior Notes (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible Senior Notes due 2024 | ||
Liability component: | ||
Principal | $ 600,000 | $ 600,000 |
Less: 2024 Notes debt discounts and issuance costs, net of amortization | (117,078) | (140,239) |
Net carrying amount | 482,922 | 459,761 |
Equity component, net of issuance costs | 138,064 | 138,064 |
Series A Notes | ||
Liability component: | ||
Principal | 119,828 | 119,828 |
Less: 2024 Notes debt discounts and issuance costs, net of amortization | (2,540) | (8,420) |
Net carrying amount | 117,288 | 111,408 |
Equity component, net of issuance costs | 79,555 | 79,555 |
Series B Notes | ||
Liability component: | ||
Principal | 460,000 | 460,000 |
Less: 2024 Notes debt discounts and issuance costs, net of amortization | (49,650) | (68,592) |
Net carrying amount | 410,350 | 391,408 |
Equity component, net of issuance costs | $ 117,834 | $ 117,834 |
Convertible Senior Notes - Sc_2
Convertible Senior Notes - Schedule of Interest Expense Related to Convertible Senior Notes (Details) - Convertible Senior Notes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Coupon interest | $ 5,250 | $ 3,145 | |
Amortization of notes debt discounts and issuance costs | 23,161 | 13,420 | |
Total interest expense recognized | $ 28,411 | $ 16,565 | |
Effective interest rate on the liability component | 6.20% | 5.60% | |
Series A Notes | |||
Debt Instrument [Line Items] | |||
Coupon interest | $ 1,198 | $ 2,537 | $ 4,600 |
Amortization of notes debt discounts and issuance costs | 5,879 | 11,785 | 20,364 |
Total interest expense recognized | $ 7,077 | $ 14,322 | $ 24,964 |
Effective interest rate on the liability component | 6.40% | 6.40% | 6.50% |
Series B Notes | |||
Debt Instrument [Line Items] | |||
Coupon interest | $ 7,454 | $ 7,454 | $ 7,475 |
Amortization of notes debt discounts and issuance costs | 18,943 | 18,068 | 17,234 |
Total interest expense recognized | $ 26,397 | $ 25,522 | $ 24,709 |
Effective interest rate on the liability component | 6.70% | 6.80% | 6.90% |
Convertible Senior Notes - Prep
Convertible Senior Notes - Prepaid Forward Stock Purchase (Narrative) (Details) shares in Millions, $ in Millions | 1 Months Ended |
Jun. 30, 2015USD ($)shares | |
Debt Disclosure [Abstract] | |
Payments pursuant to prepaid forwards | $ | $ 150 |
Shares purchased under prepaid forwards (in shares) | shares | 3.3 |
Commitments and Contingencies -
Commitments and Contingencies - Letters of Credit (Narrative) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit | $ 3,600,000 | $ 3,800,000 |
Amounts drawn against letters of credit | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Contract Manufacturer Commitments (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Non-cancelable open orders | $ 5 | $ 8.6 |
Commitments and Contingencies_3
Commitments and Contingencies - Purchase Obligations (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Long-term Purchase Commitment [Line Items] | ||
Non-cancelable firm purchase commitments | $ 5 | $ 8.6 |
Software and services | ||
Long-term Purchase Commitment [Line Items] | ||
Non-cancelable firm purchase commitments | $ 17.7 |
Commitments and Contingencies_4
Commitments and Contingencies - Indemnification (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019claim | |
Commitments and Contingencies Disclosure [Abstract] | |
Number of claims under indemnification provisions | 0 |
Common Shares Reserved for Is_3
Common Shares Reserved for Issuance - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2019vote_per_share$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | vote_per_share | 1 | |
Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Shares Reserved for Is_4
Common Shares Reserved for Issuance - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Total reserved shares of common stock for issuance (in shares) | 76,852,000 | 74,200,000 |
Convertible senior notes | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock for issuance (in shares) | 35,442,000 | 35,442,000 |
Reserved under stock award plans | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock for issuance (in shares) | 37,982,000 | 35,743,000 |
ESPP | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock for issuance (in shares) | 3,427,955 | 3,014,685 |
Equity Award Plans - Narrative
Equity Award Plans - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 01, 2020 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for future grants (in shares) | 76,852,000 | 74,200,000 | |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for future grants (in shares) | 3,427,955 | 3,014,685 | |
Price to acquire shares of common stock for eligible employees of ESPP | 85.00% | ||
ESPP | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional shares available for future grants | 2,194,219 | ||
2013 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Expiration period (no more than) | 10 years | ||
Total combined voting power of all classes of stock which requires no less than 110% exercise price (more than) | 10.00% | ||
Exercise price for employees owning more than 10% of the total combined voting power (no less than) | 110.00% | ||
Expiration period for awards granted to employees owning more than 10% of the total combined voting power | 5 years | ||
Common stock reserved for future grants (in shares) | 11,900,000 | 12,200,000 | |
2013 Plan | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional shares available for future grants | 10,971,095 | ||
2013 Plan | Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price for any other employee (no less than) (in usd per share) | 100.00% |
Equity Award Plans - Summary of
Equity Award Plans - Summary of Activity for Stock Option Changes (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Beginning balance (in shares) | 3,309 | 4,433 | 8,085 |
Granted / Assumed in connection with acquisition (in shares) | 1,953 | 0 | 0 |
Exercised (in shares) | (731) | (946) | (3,295) |
Cancelled (in shares) | (140) | (178) | (357) |
Ending balance (in shares) | 4,391 | 3,309 | 4,433 |
Options exercisable (in shares) | 2,941 | ||
Weighted- Average Exercise Price | |||
Beginning balance (in usd per share) | $ 12.49 | $ 12.31 | $ 10.70 |
Granted (in usd per share) | 3 | 0 | 0 |
Exercised (in usd per share) | 5.73 | 7.28 | 5.81 |
Cancelled (in usd per share) | 22.65 | 35.78 | 35.89 |
Ending balance (in usd per share) | 9.07 | $ 12.49 | $ 12.31 |
Options exercisable (in usd per share) | $ 11.82 | ||
Weighted- Average Contractual Life (years) | |||
Options outstanding | 5 years 2 months 12 days | ||
Options exercisable — December 31, 2019 | 3 years 7 months 6 days | ||
Aggregate Intrinsic Value | |||
Exercised | $ 7,537 | $ 9,588 | $ 26,716 |
Options outstanding | 45,931 | ||
Options exercisable — December 31, 2019 | $ 27,016 |
Equity Award Plans - Summary _2
Equity Award Plans - Summary of Activity for Restricted Common Stock, RSAs and RSUs (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Unvested balance, beginning (in shares) | 20,281 | 20,017 | 19,883 |
Granted (in shares) | 13,302 | 12,209 | 13,727 |
Vested (in shares) | (8,894) | (8,828) | (7,316) |
Cancelled (in shares) | (2,992) | (3,117) | (6,277) |
Unvested balance, ending (in shares) | 21,697 | 20,281 | 20,017 |
Unvested awards for which the requisite service period has not been rendered and vesting is subject to the achievement of a performance condition (in shares) | 3,952 | ||
Weighted- Average Grant Date Fair Value (per share) | |||
Unvested balance, beginning (in usd per share) | $ 15.53 | $ 17.09 | $ 22.23 |
Granted (in usd per share) | 16.82 | 15.42 | 12.59 |
Vested (in usd per share) | 16.03 | 18.11 | 21.56 |
Cancelled (in usd per share) | 16.10 | 16.81 | 17.10 |
Unvested balance, ending (in usd per share) | 16.07 | $ 15.53 | $ 17.09 |
Unvested awards for which the requisite service period has not been rendered and vesting is subject to the achievement of a performance condition (in usd per share) | $ 17.44 | ||
Weighted- Average Contractual Life (years) | |||
Unvested balance — December 31, 2019 | 1 year 2 months 12 days | ||
Unvested awards for which the requisite service period has not been rendered and vesting is subject to the achievement of a performance condition — December 31, 2019 | 27 days | ||
Aggregate Intrinsic Value | |||
Unvested balance — December 31, 2019 | $ 358,651 | ||
Unvested awards for which the requisite service period has not been rendered and vesting is subject to the achievement of a performance condition — December 31, 2019 | $ 65,328 |
Equity Award Plans - Restricted
Equity Award Plans - Restricted Stock Award (RSA) and Restricted Stock Unit (RSU) Activity (Narrative) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued which vest upon the achievement of certain performance conditions | 13,302 | 12,209 | 13,727 |
Restricted Common Stock, Restricted Stock Awards or Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued which vest upon the achievement of certain performance conditions | 1,400 | 1,300 | 1,800 |
Equity Award Plans - Summary _3
Equity Award Plans - Summary of Assumptions Used in the Black-Scholes Option-Pricing Model (Details) - ESPP - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.60% | 2.08% | 1.05% |
Risk-free interest rate, maximum | 2.35% | 2.70% | 1.62% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (in usd per share) | $ 14.59 | $ 16.69 | $ 14.14 |
Expected term (in years) | 6 months | 6 months | 6 months |
Volatility | 29.00% | 32.00% | 29.00% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (in usd per share) | $ 16.35 | $ 20.01 | $ 15.65 |
Expected term (in years) | 1 year | 1 year | 1 year |
Volatility | 39.00% | 38.00% | 52.00% |
Equity Award Plans - Stock Base
Equity Award Plans - Stock Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 153,517 | $ 153,675 | $ 166,336 |
Cost of product, subscription and support revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 14,905 | 14,178 | 18,249 |
Cost of professional services revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 13,972 | 14,184 | 14,407 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 45,476 | 49,503 | 56,720 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 49,198 | 47,592 | 46,766 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 29,966 | 28,218 | 30,194 |
Restructuring | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 |
Equity Award Plans - Stock-Base
Equity Award Plans - Stock-Based Compensation (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Share-based Payment Arrangement [Abstract] | |
Total compensation cost related to stock-based awards not yet recognized | $ 271.3 |
Weighted-average remaining vesting period | 2 years 7 months 6 days |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (141,740) | $ (119,886) | $ (110,011) |
Foreign | (109,979) | (117,713) | (170,541) |
Total | $ (251,719) | $ (237,599) | $ (280,552) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Federal: | |||
Current | $ 0 | $ 0 | $ 0 |
Deferred | (1,113) | (429) | (310) |
State: | |||
Current | 251 | 109 | 2 |
Deferred | (190) | (194) | 0 |
Foreign: | |||
Current | 6,378 | 6,502 | 5,917 |
Deferred | 364 | (464) | (977) |
Total | $ 5,690 | $ 5,524 | $ 4,632 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate to Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 35.00% |
Effect of: | |||
State taxes, net of federal tax benefit | 0.00% | 0.00% | 0.00% |
Change in valuation allowance | (32.50%) | (10.00%) | 7.40% |
Research and development tax credit | 2.60% | 1.60% | 1.00% |
Stock-based compensation | (2.60%) | (2.40%) | 0.50% |
Impact of foreign tax differential | 8.00% | (11.50%) | (20.60%) |
Non-deductible/non-taxable items | 1.90% | (0.20%) | (0.40%) |
Impact of Tax Act | 0.00% | 0.00% | (24.00%) |
Other, net | (0.70%) | (0.80%) | (0.50%) |
Total | (2.30%) | (2.30%) | (1.60%) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 116,790 | $ 133,484 |
Accruals and reserves | 8,061 | 14,783 |
Stock-based compensation | 14,852 | 14,238 |
Fixed assets | 1,238 | 0 |
Lease liability | 21,689 | |
Deferred revenue | 119,129 | 97,863 |
Intangible asset, net | 14,646 | 0 |
Tax credit carryforwards | 56,865 | 44,695 |
Other deferred tax assets | 700 | 1,494 |
Gross deferred tax assets | 353,970 | 306,557 |
Valuation allowance | (276,731) | (193,265) |
Total deferred tax assets | 77,239 | 113,292 |
Deferred tax liabilities: | ||
Accruals and reserves | (5,587) | (5,447) |
Acquisition related intangibles | 0 | (34,293) |
Fixed Assets | 0 | (4,981) |
Right of use asset | (14,329) | |
Convertible senior notes | (38,448) | (48,786) |
Deferred Commissions | (16,764) | (17,089) |
Total deferred tax liabilities | (75,128) | (110,596) |
Total net deferred tax assets | $ 2,111 | $ 2,696 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Operating Loss Carryforwards [Line Items] | |||||
Decrease in deferred tax assets | $ 71,700 | ||||
Valuation allowance increase (decrease) | $ 9,400 | $ 83,500 | |||
Unrecognized tax benefits | 56,134 | 56,134 | $ 42,490 | 39,387 | $ 43,637 |
Unrecognized tax benefits that would affect effective tax rate | 1,900 | 1,900 | |||
Increase to interest and penalties | 113 | 151 | $ 36 | ||
Total accrual for interest and penalties | 668 | 668 | $ 554 | ||
Decrease in unrecognized tax benefits is reasonably possible | 300 | 300 | |||
Federal | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carry forwards | 437,500 | 437,500 | |||
Federal | Research and Development Tax Credit Carry Forwards | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carry forwards | 39,600 | 39,600 | |||
State | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carry forwards | 521,300 | 521,300 | |||
State | Research and Development Tax Credit Carry Forwards | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carry forwards | $ 21,800 | $ 21,800 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Unrecognized tax benefits at the beginning of the period | $ 42,490 | $ 39,387 | $ 43,637 |
Increases related to current year tax positions | 7,076 | 2,651 | 10,780 |
Increases related to prior year tax positions | 6,654 | 501 | 0 |
Decreases related to prior year tax positions | 0 | 0 | (14,955) |
Decreases related to settlements with taxing authorities | (29) | 0 | 0 |
Decreases related to lapse of statute of limitations | (57) | (49) | (75) |
Unrecognized tax benefits at the end of the period | $ 56,134 | $ 42,490 | $ 39,387 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Computation of Net Loss per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||
Net loss | $ (257,409) | $ (243,123) | $ (285,184) |
Denominator: | |||
Weighted average number of shares outstanding—basic and diluted | 207,234 | 190,803 | 177,757 |
Net loss per share—basic and diluted (in usd per share) | $ (1.24) | $ (1.27) | $ (1.60) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Outstanding Options, Unvested Shares and Units, ESPP Shares, Shares Issuable upon Conversion of Convertible Senior Notes and Shares Contingently Issuable Excluded from Computation of Diluted Net Loss per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from net loss per share (in shares) | 4,391 | 3,309 | 4,433 |
Unvested restricted stock awards and units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from net loss per share (in shares) | 21,697 | 20,281 | 20,017 |
Convertible senior notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from net loss per share (in shares) | 35,442 | 35,442 | 15,141 |
ESPP shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from net loss per share (in shares) | 166 | 160 | 166 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Retirement Benefits [Abstract] | |
Participants' interests in deferrals vested when contributed (as a percent) | 100.00% |
Employer matching contributions | $ 0 |
Segment and Major Customers I_3
Segment and Major Customers Information - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 889,152 | $ 830,950 | $ 779,648 |
U.S. | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 554,856 | 523,150 | 521,232 |
EMEA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 155,357 | 135,736 | 116,205 |
APAC | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 131,361 | 122,516 | 105,196 |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 47,578 | $ 49,548 | $ 37,015 |
Segment and Major Customers I_4
Segment and Major Customers Information - Segment by Category (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 889,152 | $ 830,950 | $ 779,648 |
Product and related subscription and support | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 467,823 | 498,992 | 479,521 |
Platform, cloud subscription and managed services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 241,013 | 188,390 | 166,444 |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 180,316 | $ 143,568 | $ 133,683 |
Segment and Major Customers I_5
Segment and Major Customers Information - Summary of Long lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 93,812 | $ 89,163 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 85,287 | 80,313 |
International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 8,525 | $ 8,850 |
Segment and Major Customers I_6
Segment and Major Customers Information - Narrative (Details) - Customer Concentration Risk - Revenue | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
One Distributor | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk | 13.00% | 20.00% | 19.00% |
One Reseller | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk | 14.00% | 15.00% | 13.00% |
Second Distributor | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk | 10.00% |
SCHEDULE II VALUATION AND QUA_2
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Movement in Valuation Allowances and Reserves | |||
Balance at beginning of period | $ 2,525 | $ 2,503 | $ 1,590 |
Charged to cost and expenses | 723 | 105 | 1,972 |
Write-offs, net of recoveries | (985) | (83) | (1,059) |
Balance at end of period | $ 2,263 | $ 2,525 | $ 2,503 |