Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SNAP | |
Entity Registrant Name | Snap Inc | |
Entity Central Index Key | 1,564,408 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 682,135,965 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 281,101,797 | |
Class C Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 215,887,848 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 1,427,114 | $ 150,121 |
Marketable securities | 1,815,442 | 837,247 |
Accounts receivable, net of allowance | 147,677 | 162,659 |
Prepaid expenses and other current assets | 72,973 | 29,958 |
Total current assets | 3,463,206 | 1,179,985 |
Property and equipment, net | 116,132 | 100,585 |
Intangible assets, net | 79,781 | 75,982 |
Goodwill | 332,205 | 319,137 |
Other assets | 50,453 | 47,103 |
Total assets | 4,041,777 | 1,722,792 |
Current liabilities | ||
Accounts payable | 13,849 | 8,419 |
Accrued expenses and other current liabilities | 228,436 | 148,325 |
Total current liabilities | 242,285 | 156,744 |
Other liabilities | 63,974 | 47,134 |
Total liabilities | 306,259 | 203,878 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity | ||
Additional paid-in capital | 7,157,585 | 2,728,823 |
Accumulated other comprehensive income (loss) | (1,635) | (2,057) |
Accumulated deficit | (3,420,444) | (1,207,862) |
Total stockholders’ equity | 3,735,518 | 1,518,914 |
Total liabilities and stockholders’ equity | 4,041,777 | 1,722,792 |
Convertible Voting Preferred Stock, Series A, A-1, and B | ||
Stockholders’ equity | ||
Preferred stock, value | 1 | |
Convertible Non-voting Preferred Stock, Series C | ||
Stockholders’ equity | ||
Preferred stock, value | ||
Convertible Non-voting Preferred Stock, Series D, E, and F | ||
Stockholders’ equity | ||
Preferred stock, value | 2 | |
Series FP Convertible Voting Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock, value | 2 | |
Class A Non-voting Common Stock | ||
Stockholders’ equity | ||
Common stock, value | 7 | $ 5 |
Class B Common Stock | ||
Stockholders’ equity | ||
Common stock, value | 3 | |
Class C Common Stock | ||
Stockholders’ equity | ||
Common stock, value | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Convertible Voting Preferred Stock, Series A, A-1, and B | ||
Preferred stock par value | $ 0.00001 | $ 0.00001 |
Preferred stock authorized | 0 | 146,962,000 |
Preferred stock issued | 0 | 146,962,000 |
Preferred stock outstanding | 0 | 146,962,000 |
Preferred stock liquidation preference | $ 95,175,000 | |
Convertible Non-voting Preferred Stock, Series C | ||
Preferred stock par value | $ 0.00001 | $ 0.00001 |
Preferred stock authorized | 0 | 16,000,000 |
Preferred stock issued | 0 | 16,000,000 |
Preferred stock outstanding | 0 | 16,000,000 |
Preferred stock liquidation preference | $ 54,543,000 | |
Convertible Non-voting Preferred Stock, Series D, E, and F | ||
Preferred stock par value | $ 0.00001 | $ 0.00001 |
Preferred stock authorized | 0 | 83,851,000 |
Preferred stock issued | 0 | 83,851,000 |
Preferred stock outstanding | 0 | 83,851,000 |
Series FP Convertible Voting Preferred Stock | ||
Preferred stock par value | $ 0.00001 | $ 0.00001 |
Preferred stock authorized | 0 | 260,888,000 |
Preferred stock issued | 0 | 215,888,000 |
Preferred stock outstanding | 0 | 215,888,000 |
Class A Non-voting Common Stock | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock authorized | 3,000,000,000 | 1,500,000,000 |
Common stock issued | 681,994,000 | 504,902,000 |
Common stock outstanding | 681,994,000 | 504,902,000 |
Class B Common Stock | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock authorized | 700,000,000 | 1,500,000,000 |
Common stock issued | 280,968,000 | 31,469,000 |
Common stock outstanding | 280,968,000 | 31,469,000 |
Class C Common Stock | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock authorized | 260,888,000 | 260,888,000 |
Common stock issued | 215,888,000 | 0 |
Common stock outstanding | 215,888,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 149,648 | $ 38,798 |
Costs and expenses: | ||
Cost of revenue | 163,358 | 75,773 |
Research and development | 805,848 | 28,098 |
Sales and marketing | 219,733 | 14,737 |
General and administrative | 1,174,476 | 24,011 |
Total costs and expenses | 2,363,415 | 142,619 |
Loss from operations | (2,213,767) | (103,821) |
Interest income | 2,424 | 359 |
Interest expense | (695) | |
Other income (expense), net | 187 | (993) |
Loss before income taxes | (2,211,851) | (104,455) |
Income tax benefit (expense) | 3,014 | (121) |
Net loss | $ (2,208,837) | $ (104,576) |
Net loss per share attributable to Class A, Class B, and Class C common stockholders (Note 2): | ||
Basic | $ (2.31) | $ (0.14) |
Diluted | $ (2.31) | $ (0.14) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (2,208,837) | $ (104,576) |
Other comprehensive income (loss), net of tax | ||
Unrealized gain (loss) on marketable securities, net of tax | (124) | 88 |
Foreign currency translation | 546 | (24) |
Total other comprehensive income (loss), net of tax | 422 | 64 |
Total comprehensive income (loss) | $ (2,208,415) | $ (104,512) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (2,208,837) | $ (104,576) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 12,450 | 5,049 |
Stock-based compensation | 1,992,121 | 5,538 |
Deferred income taxes | (1,488) | 0 |
Other | 1,892 | 961 |
Change in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net of allowance | 13,444 | (7,161) |
Prepaid expenses and other current assets | (43,436) | (5,848) |
Other assets | 2,715 | (1,572) |
Accounts payable | 5,619 | 47 |
Accrued expenses and other current liabilities | 69,204 | 13,997 |
Other liabilities | 1,319 | 1,024 |
Net cash used in operating activities | (154,997) | (92,541) |
Cash flows from investing activities | ||
Purchases of property and equipment | (17,993) | (12,452) |
Purchases of intangible assets | 0 | (562) |
Non-marketable investments | (625) | (2,173) |
Cash paid for acquisitions, net of cash acquired | (18,013) | (50,936) |
Issuance of notes receivable from officers/stockholders | 0 | (15,000) |
Purchases of marketable securities | (1,423,214) | (140,045) |
Maturities of marketable securities | 445,047 | 0 |
Change in restricted cash | 0 | (4,300) |
Net cash used in investing activities | (1,014,798) | (225,468) |
Cash flows from financing activities | ||
Proceeds from the exercise of stock options | 594 | 0 |
Stock repurchases from employees for minimum tax withholdings | (206,579) | 0 |
Proceeds from issuance of Class A common stock in initial public offering, net of underwriting commissions | 2,657,797 | 0 |
Proceeds from issuances of preferred stock, net of issuance costs | 0 | 192,186 |
Payments of initial public offering issuance costs | (5,024) | 0 |
Net cash provided by financing activities | 2,446,788 | 192,186 |
Change in cash and cash equivalents | 1,276,993 | (125,823) |
Cash and cash equivalents, beginning of period | 150,121 | 640,810 |
Cash and cash equivalents, end of period | 1,427,114 | 514,987 |
Supplemental disclosures | ||
Cash paid for income taxes | 3,545 | 4 |
Supplemental disclosures of non-cash activities | ||
Purchase consideration liabilities related to acquisitions | 1,901 | 6,028 |
Construction in progress related to financing lease obligations | 257 | 404 |
Net change in accounts payable and accrued expenses and other current liabilities related to property and equipment additions | (4,355) | 1,921 |
Class B Common Stock | ||
Cash flows from operating activities | ||
Net loss | (376,386) | (10,625) |
Supplemental disclosures of non-cash activities | ||
Issuance of Class B common stock related to acquisitions | $ 0 | $ 13,097 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Snap Inc. is a camera company. Snap Inc. (“we,” “our,” or “us”) was formed as Future Freshman, LLC, a California limited liability company, in 2010. We changed our name to Toyopa Group, LLC in 2011, incorporated as Snapchat, Inc., a Delaware corporation, in 2012, and changed our name to Snap Inc. in 2016. Snap Inc. is headquartered in Venice, California. Our flagship product, Snapchat, is a camera application that was created to help people communicate through short videos and images called “Snaps.” Basis of Presentation The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Our consolidated financial statements include the accounts of Snap Inc. and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our prospectus dated March 1, 2017, as filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-215866) (“Prospectus”). In our opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position, results of operations, and cash flows. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017. Other than described below, there have been no changes to our significant accounting policies described in our Prospectus that have had a material impact on our consolidated financial statements and related notes. Initial Public Offering In March 2017, we completed our initial public offering (“IPO”) in which we issued and sold 160.3 million shares of Class A common stock, inclusive of the over-allotment, at a public offering price of $17.00 per share and excluding shares sold in the IPO by certain of our existing stockholders. We received net proceeds of $2.6 billion after deducting underwriting discounts and commissions of $68.1 million and other offering expenses of $14.7 million. On the closing of the IPO, all shares of our then-outstanding convertible preferred stock other than Series FP preferred stock automatically converted into an aggregate of 246.8 million shares of Class B common stock and all outstanding shares of Series FP preferred stock automatically converted into 215.9 million shares of Class C common stock. Following the IPO, we have three classes of authorized common stock – Class A common stock, Class B common stock, and Class C common stock. Restricted stock units (“RSUs”) granted to employees before January 1, 2017 (“Pre-2017 RSUs”) included both service-based and performance conditions to vest in the underlying common stock. The performance condition related to these awards was satisfied on the effectiveness of the registration statement for our IPO, which occurred in March 2017. On the effectiveness of the registration statement for our IPO, we recognized $1.3 billion of stock-based compensation expense for Pre-2017 RSUs. To meet the related tax withholding requirements, we withheld 12.1 million of the 26.7 million shares of common stock issued. Based on the public offering price of $17.00 per share, the tax withholding obligation for these vested Pre-2017 RSUs was $206.6 million. In addition, on the closing of the IPO, our Chief Executive Officer (“CEO”) received an RSU award (“CEO award”) for 37.4 million shares of Series FP preferred stock, which automatically converted into an equivalent number of shares of Class C common stock on the closing of the IPO. The CEO award represented 3.0% of all outstanding shares on the closing of the IPO, including shares sold by us in the IPO and vested stock options and RSUs, net of shares withheld to satisfy tax withholding obligations, on the closing of the IPO. The CEO award vested immediately on the closing of the IPO, and such shares will be delivered to the CEO in equal quarterly installments over three years beginning in the third full calendar quarter following the IPO. There is no continuing service requirement for our CEO. The stock-based compensation expense recognized related to the CEO award was $636.6 million, which is based on the vesting of 37.4 million shares of Class C common stock on the closing of the IPO, at the public offering price of $17.00 per share. The future tax benefits on settlement of the above RSUs is not expected to be material as currently we have established valuation allowances to reduce our net deferred tax assets to the amount that is more likely than not to be realized. The majority of the future tax benefits that arise on settlement of the above RSUs are in jurisdictions for which our net deferred tax assets have a full valuation allowance. Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Management’s estimates are based on historical information available as of the date of the consolidated financial statements and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from those estimates. Key estimates relate primarily to determining the fair value of assets and liabilities assumed in business combinations, evaluation of contingencies, uncertain tax positions, and the fair value of stock-based awards. On an ongoing basis, management evaluates our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue Recognition, The most significant aspect of our evaluation of Topic 606 related to ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). We do not expect the new standard to have a material impact on our consolidated financial statements. We expect to adopt Topic 606 during the first quarter of 2018. We are still evaluating the use of either the retrospective or modified retrospective transition method. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 2. Net Loss per Share We compute net loss per share using the two-class method required for multiple classes of common stock and participating securities. Our participating securities include any shares issued on the early exercise of stock options subject to repurchase because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. Before the IPO, our participating securities also included Series D, E, F, and FP preferred stock and Series A, A-1, B, and C convertible preferred stock. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock, and the Series D, E, F, and FP preferred stock were substantially identical, other than voting rights. Accordingly, the Class A common stock, Class B common stock, and the Series D, E, F, and FP shared equally in our net losses. The holders of early exercised shares subject to repurchase and the holders of Series A, A-1, B, and C convertible preferred stock did not have a contractual obligation to share in our losses, and as a result our net losses were not allocated to these participating securities. In connection with our IPO, our Series D, E, and F preferred stock converted on a one-to-one basis into Class B common stock, and our Series FP preferred stock converted on a one-to-one basis into Class C common stock. The liquidation and dividend rights of the aforementioned preferred series are substantially identical to the rights of the common classes into which they converted. Accordingly, we have presented the Series D, E, and F preferred stock outstanding before the IPO together with the Class B common stock, and the Series FP preferred stock outstanding before the IPO together with the Class C common stock for purposes of calculating net loss per share. The prior period presentation has been adjusted to conform to our current period presentation. Also in connection with our IPO, our Series A, A-1, B, and C preferred stock converted on a one-to-one basis into Class B common stock. The shares of Class B common stock that resulted from the conversion of the Series A, A-1, B, and C preferred stock are weighted in the denominator of net loss per share for Class B common stock for the portion of the time outstanding subsequent to our IPO. Basic net loss per share is computed by dividing net loss attributable to each class of stockholders by the weighted-average number of shares of stock outstanding during the period. Vested RSUs that have not been settled, including the vested CEO award, have been included in the appropriate common share class used to calculate basic net loss per share. For the calculation of diluted net loss per share, net loss per share attributable to common stockholders for basic net loss per share is adjusted by the effect of dilutive securities, including awards under our equity compensation plans. Diluted net loss per share attributable to common stockholders is computed by dividing the resulting net loss attributable to common stockholders by the weighted-average number of fully diluted common shares outstanding. For the three months ended March 31, 2017 and 2016 our potential dilutive shares relating to stock options, RSUs, and common stock subject to repurchase, and, for the 2016 period, shares of convertible Series A, A-1, B, and C preferred stock were not included in the computation of diluted net loss per share as the effect of including these shares in the calculation would have been anti-dilutive. The numerators and denominators of the basic and diluted net loss per share computations for our common stock are calculated as follows for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 (in thousands, except per share data) Class A Common (1) Class B Common (2) Class C Common (3) Class A Common Class B Common (2) Class C Common (3) Numerator: Net loss $ (1,309,062 ) $ (376,386 ) $ (523,389 ) $ (63,861 ) $ (10,625 ) $ (30,090 ) Net loss attributable to common stockholders $ (1,309,062 ) $ (376,386 ) $ (523,389 ) $ (63,861 ) $ (10,625 ) $ (30,090 ) Denominator: Basic shares: Weighted-average common shares - Basic 565,980 162,733 226,290 462,170 76,893 217,767 Diluted shares: Weighted-average common shares - Diluted 565,980 162,733 226,290 462,170 76,893 217,767 Net loss per share attributable to common stockholders: Basic $ (2.31 ) $ (2.31 ) $ (2.31 ) $ (0.14 ) $ (0.14 ) $ (0.14 ) Diluted $ (2.31 ) $ (2.31 ) $ (2.31 ) $ (0.14 ) $ (0.14 ) $ (0.14 ) (1) Class A common stock includes the issuance of 160.3 million shares of Class A common stock issued by us in connection with our IPO. (2) Included in the Class B common stock, for all periods presented, is Series D, E, and F preferred stock, which automatically converted to Class B common stock on the closing of the IPO. Series A, A-1, B, and C preferred stock are included in Class B common stock on the automatic conversion of such shares to 163.0 million shares of Class B common stock on the closing of the IPO. (3) Included in the Class C common stock, for all periods presented, is Series FP preferred stock which automatically converted to Class C common stock on the closing of the IPO. Additionally, 37.4 million shares of Class C common stock related to the CEO award are included in Class C common stock on the closing of the IPO. The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Three Months Ended March 31, 2017 2016 (in thousands) Convertible voting preferred stock, Series A, A-1 and B — 146,962 Convertible non-voting preferred stock, Series C — 16,000 Stock options 40,554 43,895 Unvested RSUs not subject to a performance condition 175,298 329 Shares subject to repurchase 38 2,967 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders' Equity | 3. Stockholders’ Equity We maintain three share-based employee compensation plans: the 2017 Equity Incentive Plan (“2017 Plan”), the 2014 Equity Incentive Plan (“2014 Plan”), and the 2012 Equity Incentive Plan (“2012 Plan”, and collectively with the 2017 Plan and the 2014 Plan, the “Stock Plans”). In January 2017, our board of directors adopted the 2017 Plan, and in February 2017 our stockholders approved the 2017 Plan, effective on March 1, 2017, which serves as the successor to the 2014 Plan and 2012 Plan and provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates. We do not expect to grant any additional awards under the 2014 Plan or 2012 Plan as of the effective date of the 2017 Plan, other than awards for up to 2,500,000 shares of Class A common stock to our employees and consultants in France under the 2014 Plan. Outstanding awards under the 2014 Plan and 2012 Plan continue to be subject to the terms and conditions of the 2014 Plan and 2012 Plan, respectively. Shares available for grant under the 2014 Plan and 2012 Plan, which were reserved but not issued or subject to outstanding awards under the 2014 Plan or 2012 Plan, respectively, as of the effective date of the 2017 Plan, were added to the reserves of the 2017 Plan. We have initially reserved 87,270,108 shares of our Class A common stock for future issuance under the 2017 Plan. An additional number of shares of Class A common stock will be added to the 2017 Plan equal to (i) 96,993,064 shares of Class A common stock reserved for future issuance pursuant to outstanding stock options and unvested RSUs under the 2014 Plan, (ii) 37,228,865 shares of Class A common stock issuable on conversion of Class B common stock underlying stock options and unvested RSUs outstanding the 2012 Plan, (iii) 17,858,235 shares of Class A common stock that were reserved for issuance under the 2014 Plan as of the date the 2017 Plan became effective, (iv) 11,004,580 shares of Class A common stock issuable on conversion Class B common stock that were reserved for issuance under the 2012 Plan as of the date the 2017 Plan became effective, and (v) a maximum of 86,737,997 shares of Class A common stock that will be added pursuant to the following sentence. With respect to each share that returns to the 2017 Plan pursuant to (i) and (ii) of the prior sentence that was associated with an award that was outstanding under the 2014 Plan and 2012 Plan as of October 31, 2016, an additional share of Class A common stock will be added to the share reserve of the 2017 Plan, up to a maximum of 86,737,997 shares st The following table summarizes the RSU award activity under the Stock Plans during the three months ended March 31, 2017: Class A Outstanding RSUs Class B Outstanding RSUs Weighted- Average Grant Date Fair Value per RSU (in thousands, except per share data) Unvested at December 31, 2016 152,114 28,581 $ 15.50 Granted 27,255 — $ 15.75 Vested (18,850 ) (12,101 ) $ 14.87 Forfeited (1,589 ) (112 ) $ 15.57 Unvested at March 31, 2017 158,930 16,368 $ 15.65 Total unrecognized compensation cost related to Pre-2017 RSUs was $1.3 billion as of March 31, 2017 and is expected to be recognized over a weighted-average period of 3.1 years. All RSUs granted after December 31, 2016 vest on the satisfaction of only a service-based condition (“Post-2017 RSUs”). Total unrecognized compensation cost related to Post-2017 RSUs was $382.1 million as of March 31, 2017 and is expected to be recognized over a weighted-average period of 5.6 years. The service condition is generally satisfied over four years, 10% after the first year of service, 20% over the second year, 30% over the third year, and 40% over the fourth year. In limited instances, we have issued Post-2017 RSUs with vesting periods in excess of four years. The table below presents stock option awards that entitle the holder to an additional share of Class A common stock on exercise. The total stock options granted and underlying common stock fair value do not give effect to the additional Class A common stock. The following table summarizes the stock option award activity under the Stock Plans during the three months ended March 31, 2017: Class A Number of Shares Class B Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) (in thousands, except per share data) Outstanding at December 31, 2016 1,266 21,186 $ 2.26 6.97 $ 682,565 Granted — — $ — — $ — Exercised — (2,175 ) $ 0.27 — $ — Forfeited — — $ — — $ — Outstanding at March 31, 2017 1,266 19,011 $ 2.47 6.78 $ 863,537 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the assessed fair value of our common stock as of December 31, 2016 or the closing market price of our Class A common stock as of March 31, 2017. Total unrecognized compensation cost related to stock options was $42.9 million as of March 31, 2017 and is expected to be recognized over a weighted-average period of 2.4 years. Stock-Based Compensation Expense by Function Total stock-based compensation expense by function is as follows: Three Months Ended March 31, 2017 2016 (in thousands) Cost of revenue $ 19,708 $ 154 Research and development 718,080 2,648 Sales and marketing 159,726 775 General and administrative 1,094,607 1,961 Total $ 1,992,121 $ 5,538 2017 Employee Stock Purchase Plan In January 2017, our board of directors adopted the 2017 Employee Stock Purchase Plan (“2017 ESPP”). Our stockholders approved the 2017 ESPP in February 2017. The 2017 ESPP became effective in connection with the IPO. A total of 16,484,690 shares of Class A common stock were initially reserved for issuance under the 2017 ESPP. No shares of our Class A common stock have been purchased under the 2017 ESPP. The number of shares of our Class A common stock reserved for issuance will automatically increase on January 1st of each calendar year, beginning on January 1, 2018 through January 1, 2027, by the lesser of (1) 1.0% of the total number of shares of our common stock outstanding on the last day of the calendar month before the date of the automatic increase, and (2) 15,000,000 shares; provided that before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4. Business Acquisitions In March 2017, we acquired all outstanding shares of a company that operates a cloud-hosted platform for building content online. The company was acquired to enhance the functionality of our platform. The total purchase consideration was $20.1 million, which included $18.2 million in cash and $1.9 million recorded in other liabilities on the consolidated balance sheet. In addition, we provided for $20.0 million in the form of RSUs to certain continuing employees of the company in exchange for future service. The allocation of the total purchase consideration for the acquisition is as follows: Total (in thousands) Technology $ 8,500 Customer relationships 500 Goodwill 12,600 Net deferred tax liability (1,710 ) Other assets acquired and liabilities assumed, net 235 Total $ 20,125 The goodwill amount represents synergies related to our existing platform expected to be realized from this business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets The changes in the carrying amount of goodwill for the three months ended March 31, 2017 are as follows: Goodwill (in thousands) Balance as of December 31, 2016 $ 319,137 Goodwill acquired 12,600 Foreign currency translation 468 Balance as of March 31, 2017 $ 332,205 Intangible assets consisted of the following: March 31, 2017 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands except years) Domain names 2.6 $ 5,011 $ 2,418 $ 2,593 Trademarks 2.3 3,072 1,962 1,110 Non-compete agreements 0.0 243 243 — Acquired developed technology 4.2 91,759 24,775 66,984 Customer relationships 1.1 4,268 3,070 1,198 Patents 9.0 9,450 1,554 7,896 $ 113,803 $ 34,022 $ 79,781 December 31, 2016 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands except years) Domain names 3.0 $ 5,000 $ 2,157 $ 2,843 Trademarks 2.6 3,072 1,829 1,243 Non-compete agreements 0.3 243 226 17 Acquired developed technology 4.1 83,137 20,569 62,568 Customer relationships 1.0 3,752 2,569 1,183 Patents 9.2 9,450 1,322 8,128 $ 104,654 $ 28,672 $ 75,982 Amortization of intangible assets for the three months ended March 31, 2017 and 2016 was $5.4 million and $3.2 million, respectively. As of March 31, 2017, the estimated intangible asset amortization expense for the next five years and thereafter is as follows: Estimated Amortization (in thousands) Remainder of 2017 $ 15,878 2018 20,404 2019 17,377 2020 12,152 2021 6,539 Thereafter 7,431 Total $ 79,781 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Commitments Leases We entered into various non-cancelable lease agreements for certain of our offices with original lease periods expiring between 2017 and 2027. Certain of the arrangements have free rent periods or escalating rent payment provisions. We recognize rent expense under such arrangements on a straight-line basis. Our future minimum lease payments required under these non-cancelable operating lease obligations as of March 31, 2017, are as follows: Operating Leases (in thousands) Remainder of 2017 $ 24,582 2018 43,828 2019 53,977 2020 54,970 2021 54,438 Thereafter 179,959 Total minimum lease payments $ 411,754 Operating lease expenses for the three months ended March 31, 2017 and 2016 were $12.9 million and $5.0 million, respectively. We have several lease agreements where we are deemed the owner under build-to-suit lease accounting. The fair value of the leased property and corresponding financing obligations are included in property and equipment, net and other liabilities, respectively, on our consolidated balance sheet as of March 31, 2017. Our future minimum lease payments required under non-cancelable financing lease obligations, which exclusively relate to our build-to-suit leases, as of March 31, 2017, are as follows: Financing Leases (in thousands) Remainder of 2017 $ 3,505 2018 4,726 2019 4,796 2020 4,947 2021 5,092 Thereafter 25,953 Total minimum lease payments $ 49,019 We recognize an increase in the fair value of the asset as additional building costs are incurred during the construction period and a corresponding increase in the lease financing obligation for any construction costs to be reimbursed by the landlord. As of March 31, 2017, $15.4 million of lease financing obligations is included in other liabilities on our consolidated balance sheet. Contractual Commitments We have non-cancelable contractual agreements related to the hosting of our data storage processing, storage, and other computing services. In January 2017, we entered into the Google Cloud Platform License Agreement. Under the agreement, we were granted a license to access and use certain cloud services. The agreement has an initial term of five years and we are required to purchase at least $400.0 million of cloud services in each year of the agreement, though for each of the first four years, up to 15% of this amount may be moved to a subsequent year. If we fail to meet the minimum purchase commitment during any year, we are required to pay the difference. In March 2016, we entered into the AWS Enterprise Agreement for the use of cloud services from Amazon Web Services, Inc. (“AWS”) that was amended in March 2016, and again in February 2017. Such agreement will continue indefinitely until terminated by either party. Under the February 2017 addendum to the agreement, we committed to spend $1.0 billion between January 2017 and December 2021 on AWS services ($50.0 million in 2017, $125.0 million in 2018, $200.0 million in 2019, $275.0 million in 2020, and $350.0 million in 2021). If we fail to meet the minimum purchase commitment during any year, we are required to pay the difference. Any such payment may be applied to future use of AWS services during the addendum term, although it will not count towards meeting the future minimum purchase commitments under the addendum. We also have various other non-cancelable contractual commitments related to purchase agreements. The future minimum contractual commitment including commitments less than one year, as of March 31, 2017 for each of the next five years are as follows: Minimum Commitment (in thousands) Remainder of 2017 $ 423,519 2018 537,248 2019 602,491 2020 675,000 2021 750,000 Thereafter 33,333 Total minimum commitments $ 3,021,591 Contingencies We record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We also disclose material contingencies when we believe a loss is not probable but reasonably possible. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Many legal and tax contingencies can take years to be resolved. Pending Matters In September 2014, two individuals filed a lawsuit against us and our two founders in the Superior Court of California for Los Angeles County. The complaint alleges two causes of action—common-law right of publicity and statutory right of publicity—based on allegations that the defendants improperly used the plaintiffs’ images in promoting Snapchat for Android. The complaint seeks unspecified compensatory and punitive damages, attorneys’ fees, and costs. The matter is currently in active discovery. We believe that the lawsuit is without merit and intend to continue to vigorously defend ourselves in this matter. Based on the preliminary nature of the proceedings in this case, the outcome of this legal proceeding remains uncertain. In April 2016, an individual filed a lawsuit against us and another individual after he was injured in a car accident. The plaintiff alleges that we are liable because the other individual was supposedly using our “speed filter” at the time of the collision. In January 2017, the court dismissed the claim against us. This matter is currently on appeal. The outcomes of our legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our financial condition, results of operations, and cash flows for a particular period. For the pending matters described above, it is not possible to estimate the reasonably possible loss or range of loss. We are subject to various other legal proceedings and claims in the ordinary course of business, including certain patent and privacy matters. Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of our other pending matters will seriously harm our business, financial condition, results of operations, and cash flows. Indemnifications In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees, and other parties with respect to certain matters. Indemnification may include losses from our breach of such agreements, services we provide, or third party intellectual property infringement claims. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments may not be subject to a cap. We have not incurred material costs to defend lawsuits or settle claims related to these indemnifications as of March 31, 2017. We believe the fair value of these liabilities is immaterial and accordingly have no liabilities recorded for these agreements at March 31, 2017. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. Fair Value Measurements We determine the fair value of our marketable securities using quoted market prices. The following table sets forth our financial assets as of March 31, 2017 and December 31, 2016 that are measured at fair value on a recurring basis during the period: Fair Value March 31, 2017 December 31, 2016 (in thousands) Cash and cash equivalents Cash $ 157,191 $ 150,121 U.S. government securities 834,482 — U.S. government agency securities 435,441 — Total cash and cash equivalents $ 1,427,114 $ 150,121 Marketable securities U.S. government securities $ 1,280,278 $ 505,333 U.S. government agency securities 535,164 331,914 Total marketable securities $ 1,815,442 $ 837,247 Gross unrealized gains and losses for cash equivalents and marketable securities as of March 31, 2017 and December 31, 2016 were not material. The amortized cost of U.S. government securities with maturities less than one year was $1.3 billion and $502.4 million as of March 31, 2017 and December 31, 2016, respectively. The amortized cost of U.S. government securities with maturities between one and five years was zero and $3.0 million as of March 31, 2017 and December 31, 2016, respectively. The amortized cost of U.S. government agency securities with maturities of less than a year was $504.4 million and $284.7 million as of March 31, 2017 and December 31, 2016, respectively. The amortized cost of U.S. government agency securities with maturities between one and five years was $30.7 million and $47.2 million as of March 31, 2017 and December 31, 2016, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter. Our effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on our deferred tax assets as it is more likely than not that some or all of our deferred tax assets will not be realized. Income tax benefit was $3.0 million for the three months ended March 31, 2017, as compared to $0.1 million of tax expense for the three months ended March 31, 2016. The effective income tax rate was 0.1% and (0.1)% for the three months ended March 31, 2017 and 2016, respectively . The tax benefit on a pre-tax book loss for the three months ended March 31, 2017 resulted in a positive effective tax rate, while the tax expense on a pre-tax book loss in the comparative period resulted in a negative tax rate. The income tax benefit in the current period was primarily from the partial release of a valuation allowance against our net deferred tax assets. The valuation allowance release was the result of net deferred tax liabilities originating from acquisitions that were an available source of income to realize a portion of our deferred tax assets. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Income Loss [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 9. Accumulated Other Comprehensive Income (Loss) The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”) by component and the reclassifications out of AOCI: Changes in Accumulated Other Comprehensive Income (Loss) by Component Marketable Securities Foreign Currency Translation Total (in thousands) Balance at December 31, 2016 $ 44 $ (2,101 ) $ (2,057 ) OCI before reclassifications (1) (124 ) 546 422 Amounts reclassified from AOCI (2) — — — Net current period OCI (124 ) 546 422 Balance at March 31, 2017 $ (80 ) $ (1,555 ) $ (1,635 ) (1) The associated income tax effects for gains / losses on marketable securities were not material. (2) Realized gains and losses on marketable securities are reclassified from AOCI into other income (expense), net in the consolidated statements of operations. |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2017 | |
Segments Geographical Areas [Abstract] | |
Geographic Information | 10. Geographic Information Revenue by geography is based on the billing address of the advertiser. The following tables list revenue and property and equipment, net by geographic area: Three Months Ended March 31, 2017 2016 (in thousands) Revenue: United States $ 123,760 $ 35,664 Rest of the world (1) 25,888 3,134 Total revenue $ 149,648 $ 38,798 (1) No individual country exceeded 10% of our total revenue for any period presented. As of March 31, 2017 As of December 31, 2016 (in thousands) Property and equipment, net: United States $ 107,868 $ 98,254 Rest of the world 8,264 2,331 Total property and equipment, net $ 116,132 $ 100,585 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Our consolidated financial statements include the accounts of Snap Inc. and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our prospectus dated March 1, 2017, as filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-215866) (“Prospectus”). In our opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position, results of operations, and cash flows. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017. Other than described below, there have been no changes to our significant accounting policies described in our Prospectus that have had a material impact on our consolidated financial statements and related notes. |
Initial Public Offering | Initial Public Offering In March 2017, we completed our initial public offering (“IPO”) in which we issued and sold 160.3 million shares of Class A common stock, inclusive of the over-allotment, at a public offering price of $17.00 per share and excluding shares sold in the IPO by certain of our existing stockholders. We received net proceeds of $2.6 billion after deducting underwriting discounts and commissions of $68.1 million and other offering expenses of $14.7 million. On the closing of the IPO, all shares of our then-outstanding convertible preferred stock other than Series FP preferred stock automatically converted into an aggregate of 246.8 million shares of Class B common stock and all outstanding shares of Series FP preferred stock automatically converted into 215.9 million shares of Class C common stock. Following the IPO, we have three classes of authorized common stock – Class A common stock, Class B common stock, and Class C common stock. Restricted stock units (“RSUs”) granted to employees before January 1, 2017 (“Pre-2017 RSUs”) included both service-based and performance conditions to vest in the underlying common stock. The performance condition related to these awards was satisfied on the effectiveness of the registration statement for our IPO, which occurred in March 2017. On the effectiveness of the registration statement for our IPO, we recognized $1.3 billion of stock-based compensation expense for Pre-2017 RSUs. To meet the related tax withholding requirements, we withheld 12.1 million of the 26.7 million shares of common stock issued. Based on the public offering price of $17.00 per share, the tax withholding obligation for these vested Pre-2017 RSUs was $206.6 million. In addition, on the closing of the IPO, our Chief Executive Officer (“CEO”) received an RSU award (“CEO award”) for 37.4 million shares of Series FP preferred stock, which automatically converted into an equivalent number of shares of Class C common stock on the closing of the IPO. The CEO award represented 3.0% of all outstanding shares on the closing of the IPO, including shares sold by us in the IPO and vested stock options and RSUs, net of shares withheld to satisfy tax withholding obligations, on the closing of the IPO. The CEO award vested immediately on the closing of the IPO, and such shares will be delivered to the CEO in equal quarterly installments over three years beginning in the third full calendar quarter following the IPO. There is no continuing service requirement for our CEO. The stock-based compensation expense recognized related to the CEO award was $636.6 million, which is based on the vesting of 37.4 million shares of Class C common stock on the closing of the IPO, at the public offering price of $17.00 per share. The future tax benefits on settlement of the above RSUs is not expected to be material as currently we have established valuation allowances to reduce our net deferred tax assets to the amount that is more likely than not to be realized. The majority of the future tax benefits that arise on settlement of the above RSUs are in jurisdictions for which our net deferred tax assets have a full valuation allowance. |
Use of Estimates | Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Management’s estimates are based on historical information available as of the date of the consolidated financial statements and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from those estimates. Key estimates relate primarily to determining the fair value of assets and liabilities assumed in business combinations, evaluation of contingencies, uncertain tax positions, and the fair value of stock-based awards. On an ongoing basis, management evaluates our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue Recognition, The most significant aspect of our evaluation of Topic 606 related to ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). We do not expect the new standard to have a material impact on our consolidated financial statements. We expect to adopt Topic 606 during the first quarter of 2018. We are still evaluating the use of either the retrospective or modified retrospective transition method. |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Numerators and Denominators of Basic and Diluted Net Loss per Share Computations for Common Stock | The numerators and denominators of the basic and diluted net loss per share computations for our common stock are calculated as follows for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 (in thousands, except per share data) Class A Common (1) Class B Common (2) Class C Common (3) Class A Common Class B Common (2) Class C Common (3) Numerator: Net loss $ (1,309,062 ) $ (376,386 ) $ (523,389 ) $ (63,861 ) $ (10,625 ) $ (30,090 ) Net loss attributable to common stockholders $ (1,309,062 ) $ (376,386 ) $ (523,389 ) $ (63,861 ) $ (10,625 ) $ (30,090 ) Denominator: Basic shares: Weighted-average common shares - Basic 565,980 162,733 226,290 462,170 76,893 217,767 Diluted shares: Weighted-average common shares - Diluted 565,980 162,733 226,290 462,170 76,893 217,767 Net loss per share attributable to common stockholders: Basic $ (2.31 ) $ (2.31 ) $ (2.31 ) $ (0.14 ) $ (0.14 ) $ (0.14 ) Diluted $ (2.31 ) $ (2.31 ) $ (2.31 ) $ (0.14 ) $ (0.14 ) $ (0.14 ) (1) Class A common stock includes the issuance of 160.3 million shares of Class A common stock issued by us in connection with our IPO. (2) Included in the Class B common stock, for all periods presented, is Series D, E, and F preferred stock, which automatically converted to Class B common stock on the closing of the IPO. Series A, A-1, B, and C preferred stock are included in Class B common stock on the automatic conversion of such shares to 163.0 million shares of Class B common stock on the closing of the IPO. (3) Included in the Class C common stock, for all periods presented, is Series FP preferred stock which automatically converted to Class C common stock on the closing of the IPO. Additionally, 37.4 million shares of Class C common stock related to the CEO award are included in Class C common stock on the closing of the IPO. |
Schedule of Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss per Share | The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Three Months Ended March 31, 2017 2016 (in thousands) Convertible voting preferred stock, Series A, A-1 and B — 146,962 Convertible non-voting preferred stock, Series C — 16,000 Stock options 40,554 43,895 Unvested RSUs not subject to a performance condition 175,298 329 Shares subject to repurchase 38 2,967 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of RSU Award Activity | The following table summarizes the RSU award activity under the Stock Plans during the three months ended March 31, 2017: Class A Outstanding RSUs Class B Outstanding RSUs Weighted- Average Grant Date Fair Value per RSU (in thousands, except per share data) Unvested at December 31, 2016 152,114 28,581 $ 15.50 Granted 27,255 — $ 15.75 Vested (18,850 ) (12,101 ) $ 14.87 Forfeited (1,589 ) (112 ) $ 15.57 Unvested at March 31, 2017 158,930 16,368 $ 15.65 |
Summary of Stock Option Award Activity | The following table summarizes the stock option award activity under the Stock Plans during the three months ended March 31, 2017: Class A Number of Shares Class B Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) (in thousands, except per share data) Outstanding at December 31, 2016 1,266 21,186 $ 2.26 6.97 $ 682,565 Granted — — $ — — $ — Exercised — (2,175 ) $ 0.27 — $ — Forfeited — — $ — — $ — Outstanding at March 31, 2017 1,266 19,011 $ 2.47 6.78 $ 863,537 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the assessed fair value of our common stock as of December 31, 2016 or the closing market price of our Class A common stock as of March 31, 2017. |
Summary of Total Stock-based Compensation Expense | Total stock-based compensation expense by function is as follows: Three Months Ended March 31, 2017 2016 (in thousands) Cost of revenue $ 19,708 $ 154 Research and development 718,080 2,648 Sales and marketing 159,726 775 General and administrative 1,094,607 1,961 Total $ 1,992,121 $ 5,538 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Summary of Total Purchase Consideration Allocation | The allocation of the total purchase consideration for the acquisition is as follows: Total (in thousands) Technology $ 8,500 Customer relationships 500 Goodwill 12,600 Net deferred tax liability (1,710 ) Other assets acquired and liabilities assumed, net 235 Total $ 20,125 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2017 are as follows: Goodwill (in thousands) Balance as of December 31, 2016 $ 319,137 Goodwill acquired 12,600 Foreign currency translation 468 Balance as of March 31, 2017 $ 332,205 |
Schedule of Intangible Assets | Intangible assets consisted of the following: March 31, 2017 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands except years) Domain names 2.6 $ 5,011 $ 2,418 $ 2,593 Trademarks 2.3 3,072 1,962 1,110 Non-compete agreements 0.0 243 243 — Acquired developed technology 4.2 91,759 24,775 66,984 Customer relationships 1.1 4,268 3,070 1,198 Patents 9.0 9,450 1,554 7,896 $ 113,803 $ 34,022 $ 79,781 December 31, 2016 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands except years) Domain names 3.0 $ 5,000 $ 2,157 $ 2,843 Trademarks 2.6 3,072 1,829 1,243 Non-compete agreements 0.3 243 226 17 Acquired developed technology 4.1 83,137 20,569 62,568 Customer relationships 1.0 3,752 2,569 1,183 Patents 9.2 9,450 1,322 8,128 $ 104,654 $ 28,672 $ 75,982 |
Schedule of Estimated Intangible Asset Amortization Expense | As of March 31, 2017, the estimated intangible asset amortization expense for the next five years and thereafter is as follows: Estimated Amortization (in thousands) Remainder of 2017 $ 15,878 2018 20,404 2019 17,377 2020 12,152 2021 6,539 Thereafter 7,431 Total $ 79,781 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Operating Leases | Our future minimum lease payments required under these non-cancelable operating lease obligations as of March 31, 2017, are as follows: Operating Leases (in thousands) Remainder of 2017 $ 24,582 2018 43,828 2019 53,977 2020 54,970 2021 54,438 Thereafter 179,959 Total minimum lease payments $ 411,754 |
Schedule of Future Minimum Payments for Financing Leases | Our future minimum lease payments required under non-cancelable financing lease obligations, which exclusively relate to our build-to-suit leases, as of March 31, 2017, are as follows: Financing Leases (in thousands) Remainder of 2017 $ 3,505 2018 4,726 2019 4,796 2020 4,947 2021 5,092 Thereafter 25,953 Total minimum lease payments $ 49,019 |
Schedule of Future Minimum Contractual Commitment | The future minimum contractual commitment including commitments less than one year, as of March 31, 2017 for each of the next five years are as follows: Minimum Commitment (in thousands) Remainder of 2017 $ 423,519 2018 537,248 2019 602,491 2020 675,000 2021 750,000 Thereafter 33,333 Total minimum commitments $ 3,021,591 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis | The following table sets forth our financial assets as of March 31, 2017 and December 31, 2016 that are measured at fair value on a recurring basis during the period: Fair Value March 31, 2017 December 31, 2016 (in thousands) Cash and cash equivalents Cash $ 157,191 $ 150,121 U.S. government securities 834,482 — U.S. government agency securities 435,441 — Total cash and cash equivalents $ 1,427,114 $ 150,121 Marketable securities U.S. government securities $ 1,280,278 $ 505,333 U.S. government agency securities 535,164 331,914 Total marketable securities $ 1,815,442 $ 837,247 |
Accumulated Other Comprehensi24
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Income Loss [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”) by component and the reclassifications out of AOCI: Changes in Accumulated Other Comprehensive Income (Loss) by Component Marketable Securities Foreign Currency Translation Total (in thousands) Balance at December 31, 2016 $ 44 $ (2,101 ) $ (2,057 ) OCI before reclassifications (1) (124 ) 546 422 Amounts reclassified from AOCI (2) — — — Net current period OCI (124 ) 546 422 Balance at March 31, 2017 $ (80 ) $ (1,555 ) $ (1,635 ) (1) The associated income tax effects for gains / losses on marketable securities were not material. (2) Realized gains and losses on marketable securities are reclassified from AOCI into other income (expense), net in the consolidated statements of operations. |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segments Geographical Areas [Abstract] | |
Revenue and Property and Equipment, Net by Geographic Area | Revenue by geography is based on the billing address of the advertiser. The following tables list revenue and property and equipment, net by geographic area: Three Months Ended March 31, 2017 2016 (in thousands) Revenue: United States $ 123,760 $ 35,664 Rest of the world (1) 25,888 3,134 Total revenue $ 149,648 $ 38,798 (1) No individual country exceeded 10% of our total revenue for any period presented. As of March 31, 2017 As of December 31, 2016 (in thousands) Property and equipment, net: United States $ 107,868 $ 98,254 Rest of the world 8,264 2,331 Total property and equipment, net $ 116,132 $ 100,585 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Net proceeds from initial public offering | $ 2,657,797,000 | $ 0 | ||
Stock-based compensation expense | 1,992,121,000 | 5,538,000 | ||
Tax withholding obligation | $ 206,579,000 | $ 0 | ||
Pre-2017 RSUs | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Public offering price per share | $ 17 | $ 17 | ||
Shares withheld for payroll taxes | 12,100,000 | |||
Common stock issued | 26,700,000 | 26,700,000 | ||
Tax withholding obligation | $ 206,600,000 | |||
Class A Common Stock | CEO Award | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Share based compensation arrangement by share based payment award vesting | 18,850,000 | |||
Class B Common Stock | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Common stock issued | 280,968,000 | 280,968,000 | 31,469,000 | |
Class B Common Stock | CEO Award | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Share based compensation arrangement by share based payment award vesting | 12,101,000 | |||
Class C Common Stock | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Common stock issued | 215,888,000 | 215,888,000 | 0 | |
IPO | Pre-2017 RSUs | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Stock-based compensation expense | $ 1,300,000,000 | |||
IPO | Class A Common Stock | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Common stock, shares issued and sold | 160,300,000 | 160,300,000 | ||
Public offering price per share | $ 17 | $ 17 | ||
Net proceeds from initial public offering | $ 2,600,000,000 | |||
Underwriting discounts and commissions | 68,100,000 | |||
Other stock offering expenses | $ 14,700,000 | |||
IPO | Class C Common Stock | CEO Award | CEO | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Public offering price per share | $ 17 | $ 17 | ||
Stock-based compensation expense | $ 636,600,000 | |||
Percentage of outstanding shares | 3.00% | |||
Share based compensation arrangement by share based payment award vesting | 37,400,000 | |||
Vested awards, distribution period | 3 years | |||
Vested awards, distribution description | The CEO award vested immediately on the closing of the IPO, and such shares will be delivered to the CEO in equal quarterly installments over three years beginning in the third full calendar quarter following the IPO. | |||
IPO | Convertible Preferred Stock Other Than Series FP Preferred Stock | Class B Common Stock | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Conversion of convertible preferred stock into common stock | 246,800,000 | |||
IPO | Series FP Preferred Stock | Class C Common Stock | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Conversion of convertible preferred stock into common stock | 215,900,000 | |||
IPO | Series FP Preferred Stock | Class C Common Stock | CEO Award | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Conversion of convertible preferred stock into common stock | 37,400,000 | |||
IPO | Series FP Preferred Stock | Class C Common Stock | CEO Award | CEO | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Conversion of convertible preferred stock into common stock | 37,400,000 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) - IPO | 1 Months Ended |
Mar. 31, 2017 | |
Series D, E, and F Preferred Stock | Class B Common Stock | |
Earnings Per Share [Line Items] | |
Conversion ratio | 1 |
Series FP Preferred Stock | Class C Common Stock | |
Earnings Per Share [Line Items] | |
Conversion ratio | 1 |
Series A, A-1, B, and C Preferred Stock | Class B Common Stock | |
Earnings Per Share [Line Items] | |
Conversion ratio | 1 |
Net Loss per Share - Numerators
Net Loss per Share - Numerators and Denominators of Basic and Diluted Net Loss per Share Computations for Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net loss | $ (2,208,837) | $ (104,576) |
Net loss per share attributable to common stockholders: | ||
Basic | $ (2.31) | $ (0.14) |
Diluted | $ (2.31) | $ (0.14) |
Class A Common | ||
Numerator: | ||
Net loss | $ (1,309,062) | $ (63,861) |
Net loss attributable to common stockholders | $ (1,309,062) | $ (63,861) |
Basic shares: | ||
Weighted-average common shares - Basic | 565,980 | 462,170 |
Diluted shares: | ||
Weighted-average common shares - Diluted | 565,980 | 462,170 |
Net loss per share attributable to common stockholders: | ||
Basic | $ (2.31) | $ (0.14) |
Diluted | $ (2.31) | $ (0.14) |
Class B Common | ||
Numerator: | ||
Net loss | $ (376,386) | $ (10,625) |
Net loss attributable to common stockholders | $ (376,386) | $ (10,625) |
Basic shares: | ||
Weighted-average common shares - Basic | 162,733 | 76,893 |
Diluted shares: | ||
Weighted-average common shares - Diluted | 162,733 | 76,893 |
Net loss per share attributable to common stockholders: | ||
Basic | $ (2.31) | $ (0.14) |
Diluted | $ (2.31) | $ (0.14) |
Class C Common | ||
Numerator: | ||
Net loss | $ (523,389) | $ (30,090) |
Net loss attributable to common stockholders | $ (523,389) | $ (30,090) |
Basic shares: | ||
Weighted-average common shares - Basic | 226,290 | 217,767 |
Diluted shares: | ||
Weighted-average common shares - Diluted | 226,290 | 217,767 |
Net loss per share attributable to common stockholders: | ||
Basic | $ (2.31) | $ (0.14) |
Diluted | $ (2.31) | $ (0.14) |
Net Loss per Share - Numerato29
Net Loss per Share - Numerators and Denominators of Basic and Diluted Net Loss per Share Computations for Common Stock (Parenthetical) (Details) - IPO - shares shares in Millions | 1 Months Ended | 3 Months Ended |
Mar. 31, 2017 | Mar. 31, 2017 | |
Class A Common Stock | ||
Earnings Per Share [Line Items] | ||
Common stock, shares issued | 160.3 | 160.3 |
Class B Common Stock | Series A, A-1, B, and C Preferred Stock | ||
Earnings Per Share [Line Items] | ||
Conversion of convertible preferred stock into common stock | 163 | |
Class C Common Stock | Series FP Preferred Stock | ||
Earnings Per Share [Line Items] | ||
Conversion of convertible preferred stock into common stock | 215.9 | |
Class C Common Stock | Series FP Preferred Stock | CEO Award | ||
Earnings Per Share [Line Items] | ||
Conversion of convertible preferred stock into common stock | 37.4 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Convertible Voting Preferred Stock, Series A, A-1, and B | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 146,962 | |
Convertible Non-voting Preferred Stock, Series C | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 16,000 | |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 40,554 | 43,895 |
Unvested RSUs Not Subject to a Performance Condition | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 175,298 | 329 |
Shares Subject to Repurchase | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 38 | 2,967 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($)Planshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of share-based employee compensation plans | Plan | 3 |
Unrecognized compensation cost related to stock options | $ | $ 42.9 |
Class A Common Stock | 2017 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 87,270,108 |
Class A Common Stock | 2014 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 17,858,235 |
Class A Common Stock | 2012 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 11,004,580 |
Class A Common Stock | 2017 Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 16,484,690 |
Number of shares purchased under plan | 0 |
Maximum | 2017 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of capital stock outstanding | 5.00% |
Shares reserved for issuance, automatic increase date | Jan. 1, 2027 |
Maximum | Class A Common Stock | 2017 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Additional common stock reserved for future issuance | 86,737,997 |
Maximum | Class A Common Stock | 2017 Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for issuance, automatic increase date | Jan. 1, 2027 |
Percentage of number of shares, common stock outstanding | 1.00% |
Increase in number of shares reserved for issuance | 15,000,000 |
Minimum | 2017 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for issuance, automatic increase date | Jan. 1, 2018 |
Minimum | Class A Common Stock | 2017 Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for issuance, automatic increase date | Jan. 1, 2018 |
2014 Equity Incentive Plan | Maximum | Class A Common Stock | France | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Awards granted to employees and consultants | 2,500,000 |
Stock Options And Unvested RSUs | Class A Common Stock | 2014 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 96,993,064 |
Stock Options And Unvested RSUs | Class A Common Stock | 2012 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 37,228,865 |
Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average recognition period | 2 years 4 months 24 days |
Stock Options | Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Maximum term for stock options from the grant date | 10 years |
Pre-2017 RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized compensation cost | $ | $ 1,300 |
Weighted average recognition period | 3 years 1 month 6 days |
Post-2017 RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized compensation cost | $ | $ 382.1 |
Weighted average recognition period | 5 years 7 months 6 days |
Service condition satisfied, years | 4 years |
Post-2017 RSUs | First Year | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting percentage | 10.00% |
Post-2017 RSUs | Second Year | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting percentage | 20.00% |
Post-2017 RSUs | Third Year | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting percentage | 30.00% |
Post-2017 RSUs | Fourth Year | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting percentage | 40.00% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of RSU Award Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Weighted Average Grant Date Fair Value per RSU | |
Weighted Average Grant Date Fair Value per RSU, Unvested Beginning Balance | $ / shares | $ 15.50 |
Weighted Average Grant Date Fair Value per RSU, Granted | $ / shares | 15.75 |
Weighted Average Grant Date Fair Value per RSU, Vested | $ / shares | 14.87 |
Weighted Average Grant Date Fair Value per RSU, Forfeited | $ / shares | 15.57 |
Weighted Average Grant Date Fair Value per RSU, Unvested Ending Balance | $ / shares | $ 15.65 |
Class A Common Stock | |
Outstanding RSUs | |
Outstanding RSUs, Unvested Beginning Balance | 152,114 |
Outstanding RSUs, Granted | 27,255 |
Outstanding RSUs, Vested | (18,850) |
Outstanding RSUs, Forfeited | (1,589) |
Outstanding RSUs, Unvested Ending Balance | 158,930 |
Class B Common Stock | |
Outstanding RSUs | |
Outstanding RSUs, Unvested Beginning Balance | 28,581 |
Outstanding RSUs, Granted | 0 |
Outstanding RSUs, Vested | (12,101) |
Outstanding RSUs, Forfeited | (112) |
Outstanding RSUs, Unvested Ending Balance | 16,368 |
Stockholders' Equity - Summar33
Stockholders' Equity - Summary of Stock Option Award Activity (Details) - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Beginning balance | $ 2.26 | |
Weighted Average Exercise Price, Granted | 0 | |
Weighted Average Exercise Price, Exercised | 0.27 | |
Weighted Average Exercise Price, Forfeited | 0 | |
Weighted Average Exercise Price, Ending balance | $ 2.47 | $ 2.26 |
Weighted Average Remaining Contractual Term | ||
Weighted Average Remaining Contractual Term (in years) | 6 years 9 months 11 days | 6 years 11 months 19 days |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value | $ 863,537 | $ 682,565 |
Class A Common Stock | ||
Number of Shares | ||
Number of Shares, Beginning balance | 1,266 | |
Number of Shares, Granted | 0 | |
Number of Shares, Exercised | 0 | |
Number of Shares, Forfeited | 0 | |
Number of Shares, Ending balance | 1,266 | 1,266 |
Class B Common Stock | ||
Number of Shares | ||
Number of Shares, Beginning balance | 21,186 | |
Number of Shares, Granted | 0 | |
Number of Shares, Exercised | (2,175) | |
Number of Shares, Forfeited | 0 | |
Number of Shares, Ending balance | 19,011 | 21,186 |
Stockholders' Equity - Summar34
Stockholders' Equity - Summary of Total Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | $ 1,992,121 | $ 5,538 |
Cost of Revenue | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | 19,708 | 154 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | 718,080 | 2,648 |
Sales and Marketing | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | 159,726 | 775 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | $ 1,094,607 | $ 1,961 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - Company With Building Content Online $ in Millions | 1 Months Ended |
Mar. 31, 2017USD ($) | |
Business Acquisition [Line Items] | |
Total purchase consideration | $ 20.1 |
Business acquisition, purchase price cash consideration | 18.2 |
RSUs exchange for future service | 20 |
Other Liabilities | |
Business Acquisition [Line Items] | |
Purchase consideration, liabilities assumed | $ 1.9 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Total Purchase Consideration Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Goodwill | $ 332,205 | $ 319,137 |
Company With Building Content Online | ||
Business Acquisition [Line Items] | ||
Goodwill | 12,600 | |
Net deferred tax liability | (1,710) | |
Other assets acquired and liabilities assumed, net | 235 | |
Total | 20,125 | |
Company With Building Content Online | Technology | ||
Business Acquisition [Line Items] | ||
Finite lived intangible assets | 8,500 | |
Company With Building Content Online | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Finite lived intangible assets | $ 500 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, beginning balance | $ 319,137 |
Goodwill acquired | 12,600 |
Foreign currency translation | 468 |
Goodwill, ending balance | $ 332,205 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 113,803 | $ 104,654 |
Accumulated Amortization | 34,022 | 28,672 |
Net | $ 79,781 | $ 75,982 |
Domain Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life - Years | 2 years 7 months 6 days | 3 years |
Gross Carrying Amount | $ 5,011 | $ 5,000 |
Accumulated Amortization | 2,418 | 2,157 |
Net | $ 2,593 | $ 2,843 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life - Years | 2 years 3 months 18 days | 2 years 7 months 6 days |
Gross Carrying Amount | $ 3,072 | $ 3,072 |
Accumulated Amortization | 1,962 | 1,829 |
Net | $ 1,110 | $ 1,243 |
Non-compete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life - Years | 0 years | 3 months 18 days |
Gross Carrying Amount | $ 243 | $ 243 |
Accumulated Amortization | $ 243 | 226 |
Net | $ 17 | |
Acquired Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life - Years | 4 years 2 months 12 days | 4 years 1 month 6 days |
Gross Carrying Amount | $ 91,759 | $ 83,137 |
Accumulated Amortization | 24,775 | 20,569 |
Net | $ 66,984 | $ 62,568 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life - Years | 1 year 1 month 6 days | 1 year |
Gross Carrying Amount | $ 4,268 | $ 3,752 |
Accumulated Amortization | 3,070 | 2,569 |
Net | $ 1,198 | $ 1,183 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life - Years | 9 years | 9 years 2 months 12 days |
Gross Carrying Amount | $ 9,450 | $ 9,450 |
Accumulated Amortization | 1,554 | 1,322 |
Net | $ 7,896 | $ 8,128 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 5.4 | $ 3.2 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Schedule of Estimated Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
Remainder of 2017 | $ 15,878 | |
2,018 | 20,404 | |
2,019 | 17,377 | |
2,020 | 12,152 | |
2,021 | 6,539 | |
Thereafter | 7,431 | |
Net | $ 79,781 | $ 75,982 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments for Operating Leases (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remainder of 2017 | $ 24,582 |
2,018 | 43,828 |
2,019 | 53,977 |
2,020 | 54,970 |
2,021 | 54,438 |
Thereafter | 179,959 |
Total minimum lease payments | $ 411,754 |
Commitments and Contingencies42
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 28, 2017 | |
Loss Contingencies [Line Items] | ||||
Operating lease expense | $ 12,900,000 | $ 5,000,000 | ||
Lease financing obligations included in other liabilities | 15,400 | |||
Indemnification Agreement | ||||
Loss Contingencies [Line Items] | ||||
Liabilities recorded | $ 0 | |||
Google Cloud Platform License Agreement | ||||
Loss Contingencies [Line Items] | ||||
Purchase commitment, description | The agreement has an initial term of five years and we are required to purchase at least $400.0 million of cloud services in each year of the agreement, though for each of the first four years, up to 15% of this amount may be moved to a subsequent year. If we fail to meet the minimum purchase commitment during any year, we are required to pay the difference. | |||
Initial term of agreement | 5 years | |||
Minimum amount of services to be purchased in each year | $ 400,000,000 | |||
Initial period required to purchase minimum amount of services | 4 years | |||
Google Cloud Platform License Agreement | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Purchase commitment, percentage of minimum purchase requirement that can be moved to subsequent year | 15.00% | |||
AWS Enterprise Agreement, Cloud Services | ||||
Loss Contingencies [Line Items] | ||||
Purchase commitment, description | In March 2016, we entered into the AWS Enterprise Agreement for the use of cloud services from Amazon Web Services, Inc. (“AWS”) that was amended in March 2016, and again in February 2017. Such agreement will continue indefinitely until terminated by either party. Under the February 2017 addendum to the agreement, we committed to spend $1.0 billion between January 2017 and December 2021 on AWS services ($50.0 million in 2017, $125.0 million in 2018, $200.0 million in 2019, $275.0 million in 2020, and $350.0 million in 2021). If we fail to meet the minimum purchase commitment during any year, we are required to pay the difference. Any such payment may be applied to future use of AWS services during the addendum term, although it will not count towards meeting the future minimum purchase commitments under the addendum. | |||
Minimum purchase commitment to spend between January 2017 and December 2021 | $ 1,000,000,000 | |||
Minimum purchase commitment, due in 2017 | 50,000,000 | |||
Minimum purchase commitment, due in 2018 | 125,000,000 | |||
Minimum purchase commitment, due in 2019 | 200,000,000 | |||
Minimum purchase commitment, due in 2020 | 275,000,000 | |||
Minimum purchase commitment, due in 2021 | $ 350,000,000 |
Commitments and Contingencies43
Commitments and Contingencies - Schedule of Future Minimum Lease Payments for Financing Leases (Details) - Build-to-suit Leases $ in Thousands | Mar. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Line Items] | |
Remainder of 2017 | $ 3,505 |
2,018 | 4,726 |
2,019 | 4,796 |
2,020 | 4,947 |
2,021 | 5,092 |
Thereafter | 25,953 |
Total minimum lease payments | $ 49,019 |
Commitments and Contingencies44
Commitments and Contingencies - Schedule of Future Minimum Contractual Commitment (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remainder of 2017 | $ 423,519 |
2,018 | 537,248 |
2,019 | 602,491 |
2,020 | 675,000 |
2,021 | 750,000 |
Thereafter | 33,333 |
Total minimum commitments | $ 3,021,591 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 1,815,442 | $ 837,247 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 1,427,114 | 150,121 |
Marketable securities | 1,815,442 | 837,247 |
Fair Value, Measurements, Recurring | Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 157,191 | 150,121 |
Fair Value, Measurements, Recurring | U.S. Government Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 834,482 | 0 |
Marketable securities | 1,280,278 | 505,333 |
Fair Value, Measurements, Recurring | U.S. Government Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 435,441 | 0 |
Marketable securities | $ 535,164 | $ 331,914 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
U.S. Government Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized cost with maturities less than one year | $ 1,300,000,000 | $ 502,400,000 |
Amortized cost with maturities between one and five years | 0 | 3,000,000 |
U.S. Government Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized cost with maturities less than one year | 504,400,000 | 284,700,000 |
Amortized cost with maturities between one and five years | $ 30,700,000 | $ 47,200,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit (expense) | $ 3,014 | $ (121) |
Effective income tax rate | 0.10% | (0.10%) |
Accumulated Other Comprehensi48
Accumulated Other Comprehensive Income (Loss) - Schedules of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning of Period | $ 1,518,914 | |
Net current period OCI | 422 | $ 64 |
Ending of Period | 3,735,518 | |
Marketable Securities | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning of Period | 44 | |
OCI before reclassifications | (124) | |
Amounts reclassified from AOCI | 0 | |
Net current period OCI | (124) | |
Ending of Period | (80) | |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning of Period | (2,101) | |
OCI before reclassifications | 546 | |
Amounts reclassified from AOCI | 0 | |
Net current period OCI | 546 | |
Ending of Period | (1,555) | |
Accumulated Other Comprehensive Income Loss | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning of Period | (2,057) | |
OCI before reclassifications | 422 | |
Amounts reclassified from AOCI | 0 | |
Net current period OCI | 422 | |
Ending of Period | $ (1,635) |
Geographic Information - Revenu
Geographic Information - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Total revenue | $ 149,648 | $ 38,798 |
United States | ||
Revenue: | ||
Total revenue | 123,760 | 35,664 |
Rest of the World | ||
Revenue: | ||
Total revenue | $ 25,888 | $ 3,134 |
Geographic Information - Reve50
Geographic Information - Revenue by Geographic Area (Parenthetical) (Details) - Country | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Geographic Concentrations | Revenue | ||
Revenue by Geographic Area [Line Items] | ||
Number of individual country exceeded 10% of total revenue | 0 | 0 |
Geographic Information - Proper
Geographic Information - Property and Equipment, Net by Geographic Area (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property and equipment, net: | ||
Total property and equipment, net | $ 116,132 | $ 100,585 |
United States | ||
Property and equipment, net: | ||
Total property and equipment, net | 107,868 | 98,254 |
Rest of the World | ||
Property and equipment, net: | ||
Total property and equipment, net | $ 8,264 | $ 2,331 |