Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2020 | Jun. 28, 2019 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SNAP | ||
Entity Registrant Name | SNAP INC | ||
Entity Central Index Key | 0001564408 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 13.6 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38017 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-5452795 | ||
Entity Address, Address Line One | 2772 Donald Douglas Loop North | ||
Entity Address, City or Town | Santa Monica | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90405 | ||
City Area Code | (310) | ||
Local Phone Number | 399-3339 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.00001 per share | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Class A Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,164,739,858 | ||
Class B Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 24,303,857 | ||
Class C Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 231,147,476 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Net loss | $ (1,033,660) | $ (1,255,911) | $ (3,445,066) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 87,245 | 91,648 | 61,288 |
Stock-based compensation | 686,013 | 538,211 | 2,639,895 |
Deferred income taxes | (491) | (383) | (17,490) |
Gain on divestiture | (39,883) | 0 | 0 |
Amortization of debt discount and issuance costs | 17,797 | 0 | 0 |
Lease exit charges | 0 | 33,033 | 0 |
Excess inventory reserve and related asset impairment | 0 | 0 | 21,997 |
Other | (28,575) | (903) | (6,356) |
Change in operating assets and liabilities, net of effect of acquisitions: | |||
Accounts receivable, net of allowance | (147,862) | (77,506) | (104,357) |
Prepaid expenses and other current assets | (9,849) | 1,594 | (39,783) |
Operating lease right-of-use assets | 58,199 | 0 | 0 |
Other assets | 1,169 | 21,785 | (4,771) |
Accounts payable | 20,674 | (33,532) | 49,696 |
Accrued expenses and other current liabilities | 146,063 | (14,325) | 100,988 |
Operating lease liabilities | (60,844) | 0 | 0 |
Other liabilities | (954) | 6,365 | 9,292 |
Net cash used in operating activities | (304,958) | (689,924) | (734,667) |
Cash flows from investing activities | |||
Purchases of property and equipment | (36,478) | (120,242) | (84,518) |
Sales of property and equipment | 0 | 11,276 | 0 |
Proceeds from divestiture, net | 73,796 | 0 | 0 |
Cash paid for acquisitions, net of cash acquired | (77,119) | (815) | (386,011) |
Non-marketable investments | (5,481) | (22,495) | (10,030) |
Purchases of marketable securities | (2,477,388) | (1,653,918) | (3,862,637) |
Sales of marketable securities | 184,179 | 45,007 | 511,068 |
Maturities of marketable securities | 1,608,854 | 2,438,206 | 2,483,225 |
Other | 1,029 | (2,565) | (8,107) |
Net cash provided by (used in) investing activities | (728,608) | 694,454 | (1,357,010) |
Cash flows from financing activities | |||
Proceeds from issuance of convertible notes, net of issuance costs | 1,251,411 | 0 | 0 |
Purchase of capped calls | (102,086) | 0 | 0 |
Proceeds from the exercise of stock options | 16,527 | 47,988 | 11,379 |
Stock repurchases from employees for tax withholdings | 0 | (551) | (394,156) |
Proceeds from issuance of Class A common stock in initial public offering, net of underwriting commissions | 0 | 0 | 2,657,797 |
Payments of deferred offering costs | 0 | 0 | (9,672) |
Net cash provided by financing activities | 1,165,852 | 47,437 | 2,265,348 |
Change in cash, cash equivalents, and restricted cash | 132,286 | 51,967 | 173,671 |
Cash, cash equivalents, and restricted cash, beginning of period | 388,974 | 337,007 | 163,336 |
Cash, cash equivalents, and restricted cash, end of period | 521,260 | 388,974 | 337,007 |
Supplemental disclosures | |||
Cash paid for income taxes, net | 156 | 3,598 | 6,226 |
Supplemental disclosures of non-cash activities | |||
Net change in accounts payable and accrued expenses and other current liabilities related to property and equipment additions | $ (6,027) | $ (7,764) | $ 13,139 |
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 | |
Income Statement [Abstract] | |||
Revenue | $ 1,715,534 | $ 1,180,446 | $ 824,949 |
Costs and expenses: | |||
Cost of revenue | 895,838 | 798,865 | 717,462 |
Research and development | 883,509 | 772,185 | 1,534,863 |
Sales and marketing | 458,598 | 400,824 | 522,605 |
General and administrative | 580,917 | 477,022 | 1,535,595 |
Total costs and expenses | 2,818,862 | 2,448,896 | 4,310,525 |
Operating loss | (1,103,328) | (1,268,450) | (3,485,576) |
Interest income | 36,042 | 27,228 | 21,096 |
Interest expense | (24,994) | (3,894) | (3,456) |
Other income (expense), net | 59,013 | (8,248) | 4,528 |
Loss before income taxes | (1,033,267) | (1,253,364) | (3,463,408) |
Income tax benefit (expense) | (393) | (2,547) | 18,342 |
Net loss | $ (1,033,660) | $ (1,255,911) | $ (3,445,066) |
Net loss per share attributable to Class A, Class B, and Class C common stockholders (Note 3): | |||
Basic | $ (0.75) | $ (0.97) | $ (2.95) |
Diluted | $ (0.75) | $ (0.97) | $ (2.95) |
Weighted average shares used in computation of net loss per share: | |||
Basic | 1,375,462 | 1,300,568 | 1,166,085 |
Diluted | 1,375,462 | 1,300,568 | 1,166,085 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (1,033,660) | $ (1,255,911) | $ (3,445,066) |
Other comprehensive income (loss), net of tax | |||
Unrealized gain (loss) on marketable securities, net of tax | 797 | 710 | (1,122) |
Foreign currency translation | (3,371) | (11,720) | 17,336 |
Total other comprehensive income (loss), net of tax | (2,574) | (11,010) | 16,214 |
Total comprehensive income (loss) | $ (1,036,234) | $ (1,266,921) | $ (3,428,852) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 520,317 | $ 387,149 |
Marketable securities | 1,592,488 | 891,914 |
Accounts receivable, net of allowance | 492,194 | 354,965 |
Prepaid expenses and other current assets | 38,987 | 41,900 |
Total current assets | 2,643,986 | 1,675,928 |
Property and equipment, net | 173,667 | 212,560 |
Operating lease right-of-use assets | 275,447 | |
Intangible assets, net | 92,121 | 126,054 |
Goodwill | 761,153 | 632,370 |
Other assets | 65,550 | 67,194 |
Total assets | 4,011,924 | 2,714,106 |
Current liabilities | ||
Accounts payable | 46,886 | 30,876 |
Operating lease liabilities | 42,179 | |
Accrued expenses and other current liabilities | 410,610 | 261,815 |
Total current liabilities | 499,675 | 292,691 |
Convertible senior notes, net | 891,776 | |
Operating lease liabilities, noncurrent | 303,178 | |
Other liabilities | 57,382 | 110,416 |
Total liabilities | 1,752,011 | 403,107 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity | ||
Additional paid-in capital | 9,205,256 | 8,220,417 |
Accumulated other comprehensive income | 573 | 3,147 |
Accumulated deficit | (6,945,930) | (5,912,578) |
Total stockholders’ equity | 2,259,913 | 2,310,999 |
Total liabilities and stockholders’ equity | 4,011,924 | 2,714,106 |
Class A Non-voting Common Stock | ||
Stockholders’ equity | ||
Common stock, value | 12 | 10 |
Class B Voting Common Stock | ||
Stockholders’ equity | ||
Common stock, value | 1 | |
Class C Voting Common Stock | ||
Stockholders’ equity | ||
Common stock, value | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Class A Non-voting Common Stock | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock authorized | 3,000,000,000 | 3,000,000,000 |
Common stock issued | 1,160,127,014 | 999,304,000 |
Common stock outstanding | 1,160,127,014 | 999,304,000 |
Class B Voting Common Stock | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock authorized | 700,000,000 | 700,000,000 |
Common stock issued | 24,521,607 | 93,845,000 |
Common stock outstanding | 24,521,607 | 93,845,000 |
Class C Voting Common Stock | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock authorized | 260,887,848 | 260,888,000 |
Common stock issued | 231,147,476 | 224,611,000 |
Common stock outstanding | 231,147,476 | 224,611,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Convertible Voting Preferred Stock, Series A, A-1, and BPreferred Stock | Convertible Non-voting Preferred Stock, Series CPreferred Stock | Convertible Non-voting Preferred Stock, Series D, E, and FPreferred Stock | Series FP Convertible Voting Preferred StockPreferred Stock | Class A Non-voting Common Stock | Class A Non-voting Common StockCommon Stock | Class B Voting Common Stock | Class B Voting Common StockCommon Stock | Class C Voting Common Stock | Class C Voting Common StockCommon Stock |
Balance, beginning of period, shares at Dec. 31, 2016 | 146,962 | 16,000 | 83,851 | 215,887 | 504,902 | 31,469 | ||||||||
Balance, beginning of period at Dec. 31, 2016 | $ 2,728,823 | $ (1,207,862) | $ (2,057) | $ 1 | $ 2 | $ 2 | $ 5 | |||||||
Stock-based compensation expense | 2,639,895 | |||||||||||||
Net loss | $ (3,445,066) | (3,445,066) | $ (2,169,120) | $ (548,098) | $ (727,848) | |||||||||
Conversion of stock to voting/non-voting common stock, shares | (146,962) | (16,000) | (83,851) | (215,887) | 169,800 | 246,813 | 215,887 | |||||||
Conversion of stock to voting/non-voting common stock | $ (1) | $ (2) | $ (2) | $ 2 | $ 2 | $ 2 | ||||||||
Issuance of Class C voting common stock for settlement of restricted stock units, net, shares | 3,122 | |||||||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans, shares | 9,928 | 9,396 | ||||||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans | 11,379 | |||||||||||||
Shares converted to Class A non-voting common stock and subsequently sold in connection with exercise of stock options, shares | (4,923) | |||||||||||||
Shares issued in connection with exercise of stock options, converted from Class B voting common stock and subsequently sold | 4,923 | |||||||||||||
Issuance of Class A non-voting common stock in connection with acquisitions and divestitures, Shares | 1,854 | |||||||||||||
Issuance of Class A non-voting common stock in connection with acquisitions and divestitures | 6,406 | |||||||||||||
Issuance of voting/non-voting common stock for vesting of restricted stock units and restricted stock awards, shares | 40,922 | 18,906 | ||||||||||||
Issuance of voting/non-voting common stock for vesting of restricted stock units and restricted stock awards, net | $ 1 | |||||||||||||
Issuance of stock, net of issuance costs. shares | 160,350 | |||||||||||||
Issuance of stock, net of issuance costs | 2,642,729 | $ 2 | ||||||||||||
Stock repurchases from employees for tax withholdings | (394,407) | |||||||||||||
Stock repurchases from employees for tax withholdings, shares | (16,867) | (8,390) | ||||||||||||
Class A non-voting common stock sold to cover taxes, shares | 7,210 | |||||||||||||
Shares converted to Class A non-voting common stock and subsequently sold to cover taxes, shares | (907) | (2,393) | ||||||||||||
Other comprehensive income (loss) | $ 16,214 | 16,214 | ||||||||||||
Balance, end of period, shares at Dec. 31, 2017 | 1,222,202 | 883,022 | 122,564 | 216,616 | ||||||||||
Balance, end of period at Dec. 31, 2017 | $ 2,992,327 | 7,634,825 | (4,656,667) | 14,157 | $ 9 | $ 1 | $ 2 | |||||||
Cumulative-effect adjustment from accounting changes | (3,739) | |||||||||||||
Stock-based compensation expense | 538,211 | |||||||||||||
Net loss | (1,255,911) | (1,255,911) | (921,235) | (94,897) | (239,779) | |||||||||
Conversion of stock to voting/non-voting common stock, shares | 35,634 | |||||||||||||
Issuance of Class C voting common stock for settlement of restricted stock units, net, shares | 7,995 | |||||||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans, shares | 15,856 | 3,414 | ||||||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans | 47,988 | |||||||||||||
Issuance of voting/non-voting common stock for vesting of restricted stock units and restricted stock awards, shares | 64,831 | 3,502 | ||||||||||||
Issuance of voting/non-voting common stock for vesting of restricted stock units and restricted stock awards, net | $ 1 | |||||||||||||
Stock repurchases from employees for tax withholdings | (607) | |||||||||||||
Stock repurchases from employees for tax withholdings, shares | (39) | |||||||||||||
Other comprehensive income (loss) | $ (11,010) | (11,010) | ||||||||||||
Balance, end of period, shares at Dec. 31, 2018 | 1,317,761 | 999,304 | 93,846 | 224,611 | ||||||||||
Balance, end of period at Dec. 31, 2018 | $ 2,310,999 | 8,220,417 | (5,912,578) | 3,147 | $ 10 | $ 1 | $ 2 | |||||||
Stock-based compensation expense | 686,013 | |||||||||||||
Net loss | (1,033,660) | (1,033,660) | $ (817,156) | $ (33,341) | $ (183,164) | |||||||||
Conversion of stock to voting/non-voting common stock, shares | 71,013 | |||||||||||||
Conversion of stock to voting/non-voting common stock | $ 1 | |||||||||||||
Issuance of Class C voting common stock for settlement of restricted stock units, net, shares | 6,536 | |||||||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans, shares | 3,291 | 1,389 | ||||||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans | 16,567 | |||||||||||||
Issuance of Class A non-voting common stock in connection with acquisitions and divestitures | 6,913 | |||||||||||||
Issuance of voting/non-voting common stock for vesting of restricted stock units and restricted stock awards, shares | 86,519 | 300 | ||||||||||||
Issuance of voting/non-voting common stock for vesting of restricted stock units and restricted stock awards, net | $ 1 | |||||||||||||
Equity component of convertible senior notes, net | 377,432 | |||||||||||||
Purchase of capped calls | (102,086) | |||||||||||||
Other comprehensive income (loss) | $ (2,574) | (2,574) | ||||||||||||
Balance, end of period, shares at Dec. 31, 2019 | 1,415,796 | 1,160,127 | 24,522 | 231,147 | ||||||||||
Balance, end of period at Dec. 31, 2019 | $ 2,259,913 | $ 9,205,256 | (6,945,930) | $ 573 | $ 12 | $ 2 | ||||||||
Cumulative-effect adjustment from accounting changes | $ 308 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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 Santa Monica, California. Our flagship product, Snapchat, is a camera application that was created to help people communicate through short videos and images called “Snaps.” Basis of Presentation Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). 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. 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 an initial 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 initial 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 are being delivered to the CEO in quarterly installments over three years which began in November 2017. 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 initial public offering price of $17.00 per share. As of December 31, 2019 and 2018, in accordance with terms of the CEO award, 28.0 million and 15.6 million shares of Class C common stock were issued, respectively. At December 31, 2019 and 2018, 9.4 million and 21.8 million shares of Class C common stock were to be issued in future periods in equal quarterly installments through 2020, respectively. 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, excess inventory reserves, lease exit charges, forfeiture rate, the fair value of convertible senior notes, 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. Concentrations of Business Risk We currently use both Google Cloud and Amazon Web Services for our hosting requirements. A disruption or loss of service from one or both of these partners could seriously harm our ability to operate. Although we believe there are other qualified providers that can provide these services, a transition to a new provider could create a significant disruption to our business and negatively impact our consolidated financial statements. Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, marketable securities, and accounts receivable. We maintain cash deposits, cash equivalent balances, and marketable securities with several financial institutions. Cash and cash equivalents may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to these balances. We also maintain investments in U.S. government debt and agency securities, corporate debt securities, certificates of deposit, and commercial paper that carry high credit ratings and accordingly, minimal credit risk exists with respect to these balances. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangement and generally do not obtain or require collateral. Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. See Note 2 for additional information. Cost of Revenue Cost of revenue includes payments for content and third party selling costs, referred to as revenue share. Under some of these arrangements, we pay a portion of the fees we receive from the advertisers for Snap Ads that are displayed within partner content on Snapchat. Revenue-share costs were $174.7 million, $120.3 million, and $96.3 million for the years ended December 31, 2019, 2018, and 2017, respectively. In addition, cost of revenue consists of expenses associated with infrastructure costs of the Snapchat mobile application, advertising measurement services, and personnel-related costs. Cost of revenue includes facilities and other supporting overhead costs, including depreciation and amortization, and inventory costs for Spectacles. Advertising Advertising costs are expensed as incurred and were $31.4 million, $11.3 million, and $10.9 million for the years ended December 31, 2019, 2018, and 2017, respectively. Stock-based Compensation We measure and recognize compensation expense for stock-based payment awards, including stock options, RSUs, and restricted stock awards (“RSAs”) granted to employees, directors, and advisors, based on the grant date fair value of the awards. The grant date fair value of stock options is estimated using a Black-Scholes option pricing model. The fair value of stock-based compensation for stock options is recognized on a straight-line basis, net of estimated forfeitures, over the period during which services are provided in exchange for the award. The grant date fair value of RSUs and RSAs is estimated based on the fair value of our underlying common stock. Pre-2017 RSUs contained both service-based and performance conditions to vest in the underlying common stock. The service-based condition criteria is generally met 10% after the first year of service, 20% over the second year, 30% over the third year, and 40% over the fourth year. The performance condition related to these awards was satisfied on the effectiveness of the registration statement for our IPO, which occurred in March 2017. Awards which contain both service-based and performance conditions were recognized using the accelerated attribution method once the performance condition was probable of occurring. All RSUs granted after December 31, 2016 vest on the satisfaction of only a service-based condition (“Post-2017 RSUs”). The service condition for RSUs granted prior to February 2018 is generally satisfied over four years, 10% after the first year of service, 20% over the second year, 30% over the third year, and 40% over the fourth year. In limited instances, we have issued Post-2017 RSUs with vesting periods in excess of four years. The service condition for RSUs and RSAs granted after February 2018 is generally satisfied in equal monthly or quarterly installments over four years. For these awards, we recognize stock-based compensation expense on a straight-line basis over the vesting period. Stock-based compensation expense recognized for all periods presented is based on awards that are expected to vest, including an estimate of forfeitures. We estimate the forfeiture rate using historical forfeitures of equity awards and other expected changes in facts and circumstances, if any. A modification of the terms of a stock-based award is treated as an exchange of the original award for a new award with total compensation cost equal to the grant-date fair value of the original award plus the incremental value of the modification to the award. Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the deferred tax asset or liability is expected to be realized or settled. In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, we have established a valuation allowance to reduce our net deferred tax assets to the amount that is more likely than not to be realized. We recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in our consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. We recognize interest and penalties associated with tax matters as part of the income tax provision and include accrued interest and penalties with the related income tax liability on our consolidated balance sheets. Currency Translation and Remeasurement The functional currency of the majority of our foreign subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in a foreign currency are remeasured into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are remeasured at the average exchange rates during the period. Equity transactions and other non-monetary assets are remeasured using historical exchange rates. Foreign currency transaction gains and losses are recorded in other income (expense), net on our consolidated statement of operations. For those foreign subsidiaries where the local currency is the functional currency, adjustments to translate those statements into U.S. dollars are recorded in accumulated other comprehensive income (loss) in stockholders’ equity. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of 90 days or less from the date of purchase. Restricted Cash We are required to maintain restricted cash deposits to back letters of credit for certain property leases. These funds are restricted and have been classified in other assets on our consolidated balance sheets due to the nature of restriction. At December 31, 2019 and 2018, restricted cash balances were immaterial. Marketable Securities We hold investments in marketable securities consisting of U.S. government securities, U.S. government agency securities, corporate debt securities, certificates of deposit, and commercial paper. We classify our marketable securities as available-for-sale investments in our current assets because they represent investments available for current operations. Our available-for-sale investments are carried at fair value with any unrealized gains and losses, included in accumulated other comprehensive (loss) income in stockholders’ equity. We determine gains or losses on the sale or maturities of marketable securities using the specific identification method and these gains or losses are recorded in other income (expense), net in our consolidated statements of operations. Unrealized losses are recorded in other income (expense), net when a decline in fair value is determined to be other than temporary. Inventory Prepaid expenses and other current assets include our Spectacles inventory, which consists of finished goods purchased from contract manufacturers. Inventory is stated at the lower of cost or market on a weighted-average cost basis. Inventories are written down for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and estimated market value. Adjustments to reduce inventory to net realizable value are recognized in cost of revenue. Non-Marketable Investments Our investments in privately-held companies are primarily non-marketable equity securities without readily determinable fair values. We adjust the carrying value of non-marketable equity securities to fair value upon observable transactions for identical or similar investments of the same issuer or upon impairment. Any adjustments to carrying value of these investments are recorded in other income (expense) net in our consolidated statements of operations. When we exercise significant influence over, but do not control the investee, such non-marketable investments are accounted for using the equity method. Under the equity method of accounting, we record our share of the results of the investments within other income (expense), net in our consolidated statements of operations. Fair Value Measurements Certain financial instruments are required to be recorded at fair value. Other financial instruments, including cash and cash equivalents and restricted cash, are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these financial instruments. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount less any allowance for doubtful accounts to reserve for potentially uncollectible receivables. To determine the amount of the allowance, we make judgments about the creditworthiness of customers based on ongoing credit evaluation and historical experience. At December 31, 2019 and 2018, the allowance for doubtful accounts was immaterial. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer hardware and software, five years for furniture and equipment, and over the shorter of lease term or useful life of the assets for leasehold improvements. Buildings are depreciated over a useful life ranging from 25 to 45 years. Maintenance and repairs are expensed as incurred. Leases We have various non-cancelable lease agreements for certain of our offices. Leases are recorded as operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term. Software Development Costs Software development costs include costs to develop software to be used to meet internal needs and applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented. Segments Our CEO is our chief operating decision maker. We have determined that we have a single operating segment. Our CEO evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis accompanied by disaggregated information about revenue by geographic region. Business Combinations We include the results of operations of the businesses that we acquire from the date of acquisition. We determine the fair value of the assets acquired and liabilities assumed based on their estimated fair values as of the respective date of acquisition. The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. At the conclusion of the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. When we issue payments or grants of equity to selling stockholders in connection with an acquisition, we evaluate whether the payments or awards are compensatory. This evaluation includes whether cash payments or stock award vesting is contingent on the continued employment of the selling stockholder beyond the acquisition date. If continued employment is required for the cash to be paid or stock awards to vest, the award is treated as compensation for post-acquisition services and is recognized as compensation expense. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in our consolidated statements of operations. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. We test goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. For all periods presented, we had a single In testing for goodwill impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if we conclude otherwise, we perform the first of a two-step impairment test. The first step compares the estimated fair value of a reporting unit to its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the fair value of the reporting unit is less than book value, then under the second step the carrying amount of the goodwill is compared to its implied fair value. There were no impairment charges in any of the periods presented. Intangible Assets Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives. We determine the appropriate useful life of our intangible assets by measuring the expected cash flows of acquired assets. The estimated useful lives of intangible assets are as follows: Intangible Asset Estimated Useful Life Domain names 5 Years Trademarks 1 to 5 Years Acquired developed technology 4 to 7 Years Customer relationships 2 to 5 Years Patents 3 to 11 Years Impairment of Long-Lived Assets We evaluate recoverability of our property and equipment and intangible assets, excluding goodwill, when events or changes indicate the carrying amount of an asset may not be recoverable. Events and changes in circumstances considered in determining whether the carrying value of long-lived assets may not be recoverable include: significant changes in performance relative to expected operating results; significant changes in asset use; and significant negative industry or economic trends and changes in our business strategy. Recoverability of these assets is measured by comparison of their carrying amount to future undiscounted cash flows to be generated. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. We determined that there were no events or changes in circumstances that indicated our long-lived assets were impaired during any of the periods presented. Legal Contingencies For legal contingencies, we accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Legal fees and expenses are expensed as incurred. Convertible Notes We account for the Convertible Notes as separate liability and equity components. The carrying amount of the liability component is calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, is calculated by deducting the fair value of the liability component from the total principal of the Convertible Notes. This amount represents a debt discount which is amortized to interest expense over the term of the Convertible Notes using the effective interest rate method, which maintains a constant rate of interest expense based on the increasing carrying value of the debt. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes, 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 2. Revenue Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We determine collectability by performing ongoing credit evaluations and monitoring customer accounts receivable balances. Sales taxes, including value added taxes, are excluded from reported revenue. We generate substantially all of our revenues by offering various advertising products on Snapchat, which include Snap Ads and Sponsored Creative Tools, and measurement services, referred to as advertising revenue. Sponsored Creative Tools include Sponsored Geofilters and Sponsored Lenses. Sponsored Geofilters allow users to interact with an advertiser’s brand by enabling stylized brand artwork to be overlaid on a Snap. Sponsored Lenses allow users to interact with an advertiser’s brand by enabling branded augmented reality experiences. The substantial majority of advertising revenue is generated from the display of advertisements on Snapchat through contractual agreements that are either on a fixed fee basis over a period of time or based on the number of advertising impressions delivered. Revenue related to agreements based on the number of impressions delivered is recognized when the advertisement is displayed. Revenue related to fixed fee arrangements is recognized ratably over the service period, typically less than 30 days in duration, and such arrangements do not contain minimum impression guarantees. In determining whether an arrangement exists, we ensure that an agreement, such as an insertion order or self-serve terms, have been fully executed or accepted electronically. We sell advertising directly to advertisers (“Snap-sold” revenue) and certain partners that provide content on Snapchat (“content partners”) also sell directly to advertisers (“partner-sold” revenue). Snap Ads may be subject to revenue sharing agreements between us and our content partners. Our Sponsored Creative Tools and measurement services are only Snap-sold and are not subject to revenue sharing arrangements. Snap-sold revenue is recognized based on the gross amount that we charge the advertiser. Partner-sold revenue is recognized based on the net amount of revenue to be received from the content partners. We recognize Snap-sold revenue on a gross basis predominantly because we are the primary obligor responsible for fulfilling advertisement delivery, including the acceptability of the services delivered. For Snap-sold advertising, we enter into contractual arrangements directly with advertisers. We are directly responsible for the fulfillment of the contractual terms and any remedy for issues with such fulfillment. For Snap-sold revenue, we also have latitude in establishing the selling price with the advertiser, as we sell advertisements at a rate determined at our sole discretion. We recognize partner-sold revenue on a net basis predominantly because the content partner, and not Snap, is the primary obligor responsible for fulfillment, including the acceptability of the services delivered. In partner-sold advertising arrangements, the content partner has a direct contractual relationship with the advertiser. There is no contractual relationship between us and the advertiser for partner-sold transactions. When a content partner sells advertisements, the content partner is responsible for fulfilling the advertisements, and accordingly, we have determined the content partner is the primary obligor. Additionally, we do not have any latitude in establishing the price with the advertiser for partner-sold advertising. The content partner may sell advertisements at a rate determined at its sole discretion. For the periods presented, partner-sold revenue was not material. We also generate revenue from sales of our hardware product, Spectacles. For the periods presented, revenue from the sales of Spectacles was not material. The following table represents our revenue disaggregated by geography based on the billing address of the advertising customer: Year Ended December 31, 2019 2018 2017 (in thousands) Revenue: North America (1) (2) $ 1,068,108 $ 780,992 $ 675,402 Europe (3) 299,913 183,077 98,047 Rest of world 347,513 216,377 51,500 Total revenue $ 1,715,534 $ 1,180,446 $ 824,949 (1) North America includes Mexico, the Caribbean, and Central America. (2) United States revenue was $1.0 billion, $752.9 million, and $643.0 million for the years ended December 31, 2019, 2018, and 2017, respectively. (3) Europe includes Russia and Turkey. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 3. Net Loss per Share We compute net loss per share using the two-class method required for multiple classes of common stock 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. In March 2017, we completed our IPO in which we issued and sold 160.3 million shares of Class A common stock, inclusive of the over-allotment, at an initial 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. Before our 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 preferred stock 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, and RSAs for which the risk of forfeiture has lapsed 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. We use the if-converted method for calculating any potential dilutive effect of the Convertible Notes on diluted net loss per share, subject to meeting the criteria for using the treasury stock method in future periods. The Convertible Notes would have a dilutive impact on net income per share when the average market price of Class A common stock for a given period exceeds the conversion price of the Convertible Notes. For the periods presented, our potentially dilutive shares relating to stock options, RSUs, RSAs, Convertible Notes, and common stock subject to repurchase 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 years ended December 31, 2019, 2018, and 2017: Year Ended December 31, 2019 2018 2017 (in thousands, except per share data) Class A Common Class B Common Class C Common Class A Common Class B Common Class C Common Class A Common (3) Class B Common (1) Class C Common (2) Numerator: Net loss $ (817,156 ) $ (33,341 ) $ (183,164 ) $ (921,235 ) $ (94,897 ) $ (239,779 ) $ (2,169,120 ) $ (548,098 ) $ (727,848 ) Net loss attributable to common stockholders $ (817,156 ) $ (33,341 ) $ (183,164 ) $ (921,235 ) $ (94,897 ) $ (239,779 ) $ (2,169,120 ) $ (548,098 ) $ (727,848 ) Denominator: Basic shares: Weighted-average common shares - Basic 1,087,366 44,366 243,730 953,992 98,271 248,305 734,203 185,520 246,362 Diluted shares: Weighted-average common shares - Diluted 1,087,366 44,366 243,730 953,992 98,271 248,305 734,203 185,520 246,362 Net loss per share attributable to common stockholders: Basic $ (0.75 ) $ (0.75 ) $ (0.75 ) $ (0.97 ) $ (0.97 ) $ (0.97 ) $ (2.95 ) $ (2.95 ) $ (2.95 ) Diluted $ (0.75 ) $ (0.75 ) $ (0.75 ) $ (0.97 ) $ (0.97 ) $ (0.97 ) $ (2.95 ) $ (2.95 ) $ (2.95 ) (1) 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 our IPO. (2) 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 our IPO. (3) 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. 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: Year Ended December 31, 2019 2018 2017 (in thousands) Stock options 10,262 16,291 32,596 Unvested RSUs and RSAs 148,797 158,264 163,796 Convertible Notes (if-converted) 55,468 — — |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders' Equity | 4. Stockholders’ Equity Common Stock As of December 31, 2019, we are authorized to issue 3,000,000,000 shares of Class A nonvoting common stock, 700,000,000 shares of Class B voting common stock, and 260,887,848 shares of Class C voting common stock, each with a par value of $0.00001 per share. Class A common stock has no voting rights, Class B common stock is entitled to one vote per share, and Class C common stock is entitled to ten votes per share. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Shares of our Class C common stock are convertible into an equivalent number of shares of our Class B common stock and generally convert into shares of our Class B common stock upon transfer. Any dividends paid to the holders of the Class A common stock, Class B common stock, and Class C common stock will be paid on a pro rata basis. For the year ended December 31, 2019, we did not declare any dividends. On a liquidation event, as defined in our amended and restated certificate of incorporation, any distribution to common stockholders is made on a pro rata basis to the holders of the Class A common stock, Class B common stock, and Class C common stock. As of December 31, 2019, there were 1,160,127,014 shares, 24,521,607 shares, and 231,147,476 shares of Class A common stock, Class B common stock, and Class C common stock, respectively, issued and outstanding. Stock-based Compensation Plans 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 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 under 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 of 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 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 issued or offered 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 (i) 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 (ii) 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 (i) and (ii). Restricted Stock Units The following table summarizes the RSU award activity during the year ended December 31, 2019: 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, 2018 149,638 492 $ 13.34 Granted 89,582 — $ 11.00 Vested (76,983 ) (490 ) $ 12.10 Forfeited (21,622 ) (2 ) $ 13.15 Unvested at December 31, 2019 140,615 — $ 12.57 The total fair value of RSUs vested during the years ended December 31, 2019, 2018, and 2017 was $937.2 million, $884.1 million, and $966.0 million, respectively. Total unrecognized compensation cost related to Pre-2017 RSUs was $34.5 million as of December 31, 2019 and is expected to be recognized over a weighted-average period of 0.8 years. Total unrecognized compensation cost related to Post-2017 RSUs was $1.4 billion as of December 31, 2019 and is expected to be recognized over a weighted-average period of 2.9 years. Additionally, we have 9.4 million and 22.4 million RSUs that are vested but have not yet settled as of December 31, 2019 and December 31, 2018, respectively. These RSUs are primarily related to the CEO award. Restricted Stock Awards The following table summarizes the RSA activity during the year ended December 31, 2019: Class A Outstanding RSAs Weighted- Average Grant Date Fair Value per RSA (in thousands, except per share data) Unvested at December 31, 2018 8,134 $ 7.51 Granted 3,975 $ 12.61 Vested (2,778 ) $ 9.90 Forfeited (1,149 ) $ 5.85 Unvested at December 31, 2019 8,182 $ 9.42 The total fair value of RSAs vested during the years ended December 31, 2019, 2018 and 2017 was $27.5 million, $6.3 million, and $1.6 million, respectively. Total unrecognized compensation cost related to RSAs was $74.2 million as of December 31, 2019 and is expected to be recognized over a weighted-average period of 3.3 years. Stock Options The following table summarizes the stock option award activity under the Stock Plans during the year ended December 31, 2019: 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, 2018 13,322 2,969 $ 7.83 6.41 $ 34,567 Granted 118 — $ 14.69 — $ — Exercised (3,291 ) (1,389 ) $ 3.53 — $ — Forfeited (1,437 ) (30 ) $ 13.87 — $ — Outstanding at December 31, 2019 8,712 1,550 $ 9.00 5.59 $ 75,460 Exercisable at December 31, 2019 6,053 1,550 $ 8.00 4.65 $ 63,445 Vested and expected to vest at December 31, 2019 8,508 1,550 $ 8.91 5.54 $ 74,825 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our Class A common stock as of December 31, 2018 and December 31, 2019, respectively. The weighted-average fair value of stock options granted during the years ended December 31, 2019 and 2018 was $14.69 and $6.99 per share, respectively. The expense is estimated based on the option’s fair value as calculated by the Black-Scholes option pricing model. Stock-based compensation expense for stock options was not material in the years ended December 31, 2019, 2018, and 2017. Total unrecognized compensation cost related to unvested stock options was $17.7 million as of December 31, 2019 The total grant date fair value of stock options that vested in the years ended December 31, 2019, 2018, and 2017 was $23.3 million, $24.8 million, and $58.6 million, respectively. The intrinsic value of stock options exercised in the years ended December 31, 2019, 2018, and 2017 was $44.0 million, $289.1 million, and $276.5 million, respectively. Stock-Based Compensation Expense Total stock-based compensation expense by function was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Cost of revenue $ 6,365 $ 4,393 $ 26,071 Research and development 464,639 340,533 1,154,430 Sales and marketing 93,355 84,059 236,474 General and administrative 121,654 109,226 1,222,920 Total $ 686,013 $ 538,211 $ 2,639,895 |
Business Acquisitions and Dives
Business Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Acquisitions and Divestitures | 5. Business Acquisitions and Divestitures 2019 Acquisitions and Divestiture AI Factory, Inc. In December 2019, we acquired the remaining ownership interest in AI Factory, Inc. (“AI Factory”), a content and technology company. Prior to the acquisition, we owned a minority interest in the company. The purpose of the acquisition was to enhance the functionality of our platform. The acquisition date fair value of AI Factory was $128.1 million, which primarily represents current and future cash consideration payments to sellers, as well as the $13.5 million estimated fair value of our original minority interest. We recognized the change in pre-acquisition fair value of our original minority interest as a gain in Other income (expense), net on the consolidated statement of operations. The allocation of acquisition date fair value is preliminary and is subject to additional information related to the assets and liabilities that existed as of the acquisition date. The preliminary allocation of acquisition date fair value is estimated as follows: Total (in thousands) Technology $ 16,000 Goodwill 110,734 Other assets acquired and liabilities assumed, net 1,353 Total $ 128,087 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. Placed, LLC In June 2019, we divested our membership interest in Placed, LLC (“Placed”), a location-based measurement services company, to Foursquare Labs, Inc. (“Foursquare”). The total cash consideration received was $77.8 million, which includes amounts paid for severance and equity compensation. $66.9 million represents purchase consideration and we recognized a net gain on divestiture of $39.9 million, which is included in other income (expense), net, on our consolidated statements of operations. The operating results of Placed were not material to our consolidated revenue or consolidated operating loss for all periods presented. We determined that Placed did not meet the criteria to be classified as discontinued operations. Placed assets and liabilities on completion of the divestiture were as follows: Total (in thousands) Trademarks, net $ 1,052 Technology, net 14,193 Customer relationships, net 5,246 Goodwill 2,682 Other assets and liabilities, net 3,827 Total $ 27,000 Other Acquisitions In the fourth quarter of 2019, we acquired a business to enhance our existing platform, technology, and workforce. The purchase consideration was $34.0 million of which $23.5 million was allocated to goodwill and the remainder primarily to identifiable intangible assets. The goodwill amount represents synergies related to our existing platform expected to be realized from this business combination and assembled workforce. The associated goodwill and intangible assets are deductible for tax purposes. Additional Information on 2019 Acquisitions For all acquisitions in 2019, we will grant a combined $71.3 million in the form of RSUs to certain continuing employees in exchange for future service. In addition, unaudited pro forma results of operations assuming the above acquisitions had taken place at the beginning of each period are not provided because the historical operating results of the acquired entities were not material and pro forma results would not be materially different from reported results for the periods presented. 2018 Acquisitions Acquisitions were not material for the year ended December 31, 2018. 2017 Acquisitions Placed, Inc. In July 2017, we acquired Placed (originally Placed, Inc.). The purpose of the acquisition was to enhance our measurement capabilities. The total consideration was $185.9 million, of which $139.6 million represents purchase consideration and includes $135.2 million in cash paid to sellers, $3.9 million for the fair value of assumed options, and $0.5 million of liabilities due to the sellers. The remaining $46.3 million of total consideration transferred represents compensation for future employment services. The allocation of the total purchase consideration for this acquisition is estimated as follows: Total (in thousands) Cash $ 6,919 Trademarks 2,700 Technology 22,400 Customer relationships 11,800 Goodwill 103,995 Net deferred tax liability (13,520 ) Other assets acquired and liabilities assumed, net 5,296 Total $ 139,590 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. Zenly In May 2017, we acquired Zenly, a company that develops a location-based application that allows users to see where their friends are on a map. The purpose of the acquisition was to enhance the functionality of our platform. The total consideration paid was $213.3 million in cash, of which $196.1 million represents purchase consideration and includes $186.8 million in cash paid to the sellers and $9.3 million of liabilities due to the sellers. The remaining $17.2 million of total consideration transferred represents compensation for future employment services. The allocation of the total purchase consideration for this acquisition is estimated as follows: Total (in thousands) Cash $ 22,610 Technology 23,000 Goodwill 154,353 Net deferred tax liability (2,418 ) Other assets acquired and liabilities assumed, net (1,428 ) Total $ 196,117 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 were not deductible for tax purposes as of the acquisition date . Other 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. In June 2017, we acquired a component of a business from a social advertising software company that was integrated with our existing advertising platform and adds advertising tools to our advertising customers. In the fourth quarter 2017, we acquired several companies to enhance our existing platform, technology, and workforce. The total purchase consideration for these other acquisitions was $101.9 million, which included $95.3 million in cash and $6.6 million recorded in other liabilities on the consolidated balance sheets. The allocation of the total purchase consideration for the above other acquisitions in 2017 is as follows: Total (in thousands) Cash $ 1,701 Technology 49,325 Customer relationships 2,100 Goodwill 48,408 Net deferred tax liability (1,976 ) Other assets acquired and liabilities assumed, net 2,382 Total $ 101,940 The goodwill amount represents synergies related to our existing platform expected to be realized from these business combinations and assembled workforce. Of the technology intangible assets, customer relationships, and goodwill in the above table, $40.1 million, $1.6 million, and $30.3 million, is deductible for tax purposes, respectively. Additional Information on 2017 Acquisitions For all acquisitions in 2017, we provided for a combined $171.1 million in the form of RSUs and RSAs to certain continuing employees of the companies in exchange for future service. In addition, unaudited pro forma results of operations assuming the above acquisitions had taken place at the beginning of each period are not provided because the historical operating results of the acquired entities were not material and pro forma results would not be materially different from reported results for the periods presented. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 were as follows: Goodwill (in thousands) Balance as of December 31, 2017 $ 639,882 Goodwill acquired 741 Foreign currency translation $ (8,253 ) Balance as of December 31, 2018 $ 632,370 Goodwill acquired 134,255 Goodwill divested (2,682 ) Foreign currency translation (2,790 ) Balance as of December 31, 2019 $ 761,153 Intangible assets consisted of the following: December 31, 2019 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands, except years) Domain names 2.6 $ 5,414 $ 5,200 $ 214 Trademarks — 3,072 3,072 — Acquired developed technology 3.6 175,414 95,921 79,493 Customer relationships — 2,172 2,172 — Patents 5.9 19,710 7,296 12,414 $ 205,782 $ 113,661 $ 92,121 December 31, 2018 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands except years) Domain names 1.6 $ 5,414 $ 4,283 $ 1,131 Trademarks 1.4 5,772 4,076 1,696 Acquired developed technology 3.8 179,791 78,729 101,062 Customer relationships 2.1 15,572 8,012 7,560 Patents 6.9 19,710 5,105 14,605 $ 226,259 $ 100,205 $ 126,054 Amortization of intangible assets for the years ended December 31, 2019, 2018, and 2017 was $33.4 million, $42.6 million, and $31.5 million, respectively. As of December 31, 2019, the estimated intangible asset amortization expense for the next five years and thereafter is as follows: Estimated Amortization (in thousands) Year ending December 31, 2020 $ 29,171 2021 23,545 2022 16,879 2023 14,396 2024 6,236 Thereafter 1,894 Total $ 92,121 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7. Long-Term Debt Convertible Notes In August 2019, we entered into a purchase agreement with certain counterparties for the sale of an aggregate of $1.265 billion principal amount of the Convertible Notes in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Convertible Notes consisted of a $1.1 billion initial placement and an over-allotment option that provided the initial purchasers of the Convertible Notes with the option to purchase an additional $165.0 million aggregate principal amount of the Convertible Notes, which was fully exercised. The Convertible Notes were issued pursuant to an Indenture, dated August 9, 2019 (the “Indenture”). The net proceeds from the issuance of the Convertible Notes were $ 1.15 billion, net of debt issuance costs and cash used to purchase the capped call transactions (“ Capped Call Transactions ”) discussed below. The Convertible Notes are unsecured and unsubordinated obligations. Interest is payable in cash semi-annually in arrears beginning on February 1, 2020 at a rate of 0.75% per year. The Convertible Notes mature on August 1, 2026 unless repurchased, redeemed, or converted in accordance with the terms prior to such date. The Convertible Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 43.8481 shares of Class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $22.81 (the “Conversion Price”) per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the Indenture. We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after August 6, 2023 if the last reported sale price of our Class A common stock has been at least 130% of the Conversion Price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest. Holders of the Convertible Notes may convert all or a portion of their Convertible Notes at their option prior to May 1, 2026, in multiples of $1,000 principal amounts, only under the following circumstances: • during any calendar quarter commencing after December 31, 2019, if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the Convertible Notes on each such trading day; • during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each day of that ten consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the Convertible Notes on such trading day; • on a notice of redemption, in which case we may be required to increase the conversion rate for the Convertible Notes so surrendered for conversion in connection with such redemption notice; or • on the occurrence of specified corporate events. On or after May 1, 2026, the Convertible Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the Convertible Notes who convert in connection with a make-whole fundamental change, as defined in the Indenture, or in connection with a redemption are entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change, holders of the Convertible Notes may require us to repurchase all or a portion of the Convertible Notes at a price equal to 100% of the principal amount of Convertible Notes, plus any accrued and unpaid interest, including any additional interest. In accounting for the issuance of the Convertible Notes, we separated the Convertible Notes into liability and equity components. The carrying amount of the equity component was $381.5 million and was recorded as a debt discount, which is amortized to interest expense at an effective interest rate of 6.22%. We allocated $4.1 million of debt issuance costs to the equity component and the remaining debt issuance costs of $9.5 million were allocated to the liability component, which are amortized to interest expense under the effective interest rate method. The equity component of the Convertible Notes will not be remeasured as long as it continues to meet the conditions for equity classification. The Convertible Amount (in thousands) Liability: Principal $ 1,265,000 Unamortized debt discount and issuance costs (373,224 ) Net carrying amount $ 891,776 Carrying amount of the equity component $ 377,432 As of December 31, 2019, the debt discount and debt issuance costs on the Convertible Notes will be amortized over the remaining period of approximately 6.6 years. The following table details interest expense recognized related to the Convertible Notes for the year ended December 31, 2019: Amount (in thousands) Contractual interest expense $ 3,723 Amortization of debt issuance costs 433 Amortization of debt discount 17,364 Total $ 21,520 As of December 31, 2019, the if-converted value of the Convertible Notes did not exceed the principal amount. Capped Call Transactions In connection with the pricing of the Convertible Notes, we entered into separate Capped Call Transactions with certain counterparties at a net cost of $102.1 million. The cap price of the Capped Call Transactions is initially $32.58 per share of our Class A common stock, representing a premium of 100% above the last reported sale price of $16.29 per share of our Class A common stock on August 6, 2019, and is subject to certain adjustments under the terms of the Capped Call Transactions. Conditions that cause adjustments to the initial strike price of the Capped Call Transactions mirror conditions that result in corresponding adjustments for the Convertible Notes. The Capped Call Transactions are intended to reduce potential dilution to holders of our Class A common stock beyond the conversion price of $22.81, up to $32.58, on any conversion of the Convertible Notes or offset any cash payments we are required to make in excess of the principal amount of such converted Convertible Notes, as the case may be, with such reduction or offset subject to a cap. The cost of the Capped Call Transactions was recorded as a reduction of our additional paid-in capital in our consolidated balance sheets. Credit Facility In July 2016, we entered into a five-year that allows us to borrow up to $ 1.1 billion to fund working capital and general corporate-purpose expenditures. The loan bears interest at LIBO plus 0.75 %, as well as an annual commitment fee of 0.10 % on the daily undrawn balance of the facility. No origination fees were incurred at the closing of the Credit Facility. In December 2016, the amount we are permitted to borrow under the Credit Facility was increased to $ 1.2 billion. In February 2018, the amount we are permitted to borrow under the Credit Facility was increased to $ 1.25 billion. In August 2018, we amended the Credit Facility to extend the term to August 2023 with respect to an aggregate of $ 1.05 billion of the $ 1.25 billion that we may borrow under the Credit Facility. In August 2019, we amended the Credit Facility to revise the covenants that restrict the repurchase of equity securities and the incurrence of indebtedness to permit the Capped Call Transactions and issuance of the Convertible Notes. A s of December 31, 2019, no amounts were outstanding under the Credit Facility . A s of December 31, 2019, we had $ 25.5 million in the form of outstanding standby letters of credit. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies 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. 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”). Under the agreement, as amended, we are committed to spend an aggregate of $1.1 billion between January 2017 and December 2022 on AWS services ($90.0 million in 2018, $150.0 million in 2019, $215.0 million in 2020, $280.0 million in 2021, and $349.0 million in 2022). 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 term, although it will not count towards meeting the future minimum purchase commitments. The future minimum contractual commitment including commitments less than one year, as of December 31, 2019 for each of the next five years are as follows: Minimum Commitment (in thousands) Year ending December 31, 2020 $ 640,957 2021 684,374 2022 384,596 2023 883 2024 883 Thereafter 214 Total minimum commitments $ 1,711,907 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 Beginning in May 2017, we, certain of our officers and directors, and the underwriters for our IPO were named as defendants in securities class actions purportedly brought on behalf of purchasers of our Class A common stock, alleging violation of securities laws, that arose following our IPO. On January 17, 2020, we reached a preliminary agreement to settle the securities class actions. The preliminary settlement agreement was signed in January 2020 and provided for a resolution of all of the pending claims in the securities class actions for $187.5 million. In the fourth quarter of 2019, we recorded legal expense, net of amounts directly covered by insurance, of $100.0 million for the expected settlement of the stockholder actions since we concluded the loss was probable and estimable. The amount was recorded in general and administrative expense in our consolidated statements of operations. See Note 17 for additional discussion. On April 3, 2018, BlackBerry Limited filed a lawsuit against us alleging that we infringe six of its patents. This lawsuit was recently dismissed after four of the patents were ruled to be invalid; however, Blackberry Limited has since appealed the ruling to the U.S. Court of Appeals for the Federal Circuit. Management believes we have meritorious defenses to these claims. In 2017, Vaporstream, Inc. filed a lawsuit against us alleging that we infringe a number of its patents. We filed a motion to dismiss, which the court denied without prejudice to re-file after further factual development. Later in 2017, we filed a motion for summary judgment. On February 27, 2018, the court issued an order denying our motion for summary judgment. On June 13, 2018, the court stayed the lawsuit pending the outcome of several challenges to the validity of the patents, filed by us at the U.S. Patent and Trademark Office (“USPTO”). On September 13, 2019, the court removed the stay with respect to several of Vaporstream's patents that the USPTO determined were not shown to be unpatentable. A trial date has been scheduled for early 2020. While management believes we have meritorious defenses to Vaporstream’s claims, the outcome of this matter remains uncertain. The outcomes of our legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our financial condition, results of operations, and cash flows for a particular period. For the pending 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, trademark, privacy, regulatory, and employment matters. Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of our other pending matters will seriously harm our business, financial condition, results of operations, and cash flows. Indemnifications In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees, and other parties with respect to certain matters. Indemnification may include losses from our breach of such agreements, services we provide, or third party intellectual property infringement claims. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments may not be subject to a cap. We have not incurred material costs to defend lawsuits or settle claims related to these indemnifications as of December 31, 2019. We believe the fair value of these liabilities is immaterial and accordingly have no liabilities recorded for these agreements at December 31, 2019. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 9. Leases We have various non-cancelable lease agreements for certain of our offices with original lease periods expiring between 2020 and 2032. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements have free rent periods or escalating rent payment provisions. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term. Additionally, we sublease certain operating leases to third parties primarily as a result of moving to a centralized corporate office in Santa Monica, California in 2018. Lease Cost The components of lease cost were as follows: Year Ended December 31, 2019 (in thousands) Operating lease expense $ 60,921 Sublease income (4,716 ) Total net lease costs $ 56,205 Lease Term and Discount Rate The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows: December 31, 2019 Weighted-average remaining lease term 8.1 Weighted-average discount rate 5.7 % As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments. Maturity of Lease Liabilities The present value of our operating lease liabilities as of December 31, 2019 were as follows: Operating Leases (in thousands) Year ending December 31, 2020 $ 60,774 2021 64,822 2022 56,655 2023 52,754 2024 52,458 Thereafter 144,184 Total lease payments $ 431,647 Less: Imputed interest (86,194 ) Present value of lease liabilities $ 345,453 As of December 31, 2019, we have additional operating leases for facilities that have not yet commenced with lease obligations of $13.8 million. These operating leases will commence between 2020 and 2024 with lease terms of greater than one year to five years. This table does not include lease payments that were not fixed at commencement or modification. In 2018, we exited various operating leases prior to the end of the contractual lease term, primarily as a result of moving to a centralized corporate office located in Santa Monica, California. The charges, recorded as general and administrative expenses, primarily included the present value of our remaining lease obligation on the cease use dates that occurred during the period, net of estimated sublease income. As of December 31, 2018, we had exited all properties associated with this event. On January 1, 2019, under the transition provisions of ASU 2016-02 (Topic 842), we adjusted the initial measurement of the lease asset related to the lease exit properties by $32.1 million which represents the carrying amount of the associated lease exit liability as of December 31, 2018. Changes to our estimated sublease income, including actual contracted sublease income, may result in impairment of the right-of-use asset in the period determined. Prior to January 1, 2019, we had several lease agreements where we were deemed the owner under build-to-suit lease accounting. The value of the leased property and corresponding financing obligations was included in property and equipment, net and other liabilities, respectively, on our consolidated balance sheets as of December 31, 2018. Net assets capitalized under build-to-suit leases were $48.4 million as of December 31, 2018. As part of the adoption of Topic 842, we derecognized those assets and liabilities and recorded the difference as an adjustment to accumulated deficit at January 1, 2019. These leases are included within the right-of-use asset and lease liability balances on our consolidated balance sheet as of December 31, 2019. Other Information Cash payments included in the measurement of our o perating lease liabilities were $66.3 million for the year ended December 31, 2019. Lease liabilities arising from obtaining operating lease right-of-use assets were $35.2 million for the year ended December 31, 2019 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. Fair Value Measurements Assets and liabilities measured at fair value are classified into the following categories: • Level 1: Quoted market prices in active markets for identical assets or liabilities. • Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. • Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. We classify our cash equivalents and marketable securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. There were no transfers between levels during the periods presented. The following table sets forth our financial assets as of December 31, 2019 and 2018 that are measured at fair value on a recurring basis during the period: December 31, 2019 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 416,099 $ — $ — $ 416,099 Level 1 securities: U.S. government securities 1,305,145 604 (49 ) 1,305,700 U.S. government agency securities 269,278 48 (32 ) 269,294 Level 2 securities: Corporate debt securities 28,420 13 (4 ) 28,429 Commercial paper 84,498 — — 84,498 Certificates of deposit 8,785 — — 8,785 Total $ 2,112,225 $ 665 $ (85 ) $ 2,112,805 December 31, 2018 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 279,950 $ — $ — $ 279,950 Level 1 securities: U.S. government securities 735,988 12 (175 ) 735,825 U.S. government agency securities 181,032 4 (36 ) 181,000 Level 2 securities: Corporate debt securities 35,819 1 (18 ) 35,802 Commercial paper 33,193 — — 33,193 Certificates of deposit 13,293 — — 13,293 Total $ 1,279,275 $ 17 $ (229 ) $ 1,279,063 Gross unrealized losses in a continuous loss position for 12 months or longer are not material as of December 31, 2019 and 2018. As of December 31, 2019, we considered any decreases in market value on our marketable securities to be temporary in nature and did not consider any of our investments to be other-than-temporarily impaired. All of our marketable securities have contractual maturities of less than one year. We carry the Convertible Notes at face value less the unamortized discount and issuance costs on our consolidated balance sheets and present that fair value for disclosure purposes only. As of December 31, 2019, the fair value of the Convertible Notes was $1.3 billion. The estimated fair value of the Convertible Notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the Convertible Notes in an over-the-counter market on the last business day of the period. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The domestic and foreign components of pre-tax loss were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Domestic $ (770,448 ) $ (969,922 ) $ (3,027,580 ) Foreign (262,819 ) (283,442 ) (435,828 ) Loss before income taxes $ (1,033,267 ) $ (1,253,364 ) $ (3,463,408 ) The components of our income tax (benefit) expense were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Current: Federal $ — $ — $ — State 113 106 (1,784 ) Foreign 771 2,824 932 Total current income tax (benefit) expense 884 2,930 (852 ) Deferred: Federal (277 ) (15 ) (12,287 ) State (85 ) (40 ) 303 Foreign (129 ) (328 ) (5,506 ) Total deferred income tax (benefit) expense (491 ) (383 ) (17,490 ) Income tax (benefit) expense $ 393 $ 2,547 $ (18,342 ) The following is a reconciliation of the statutory federal income tax rate to our effective tax rate: Year Ended December 31, 2019 2018 2017 Tax benefit (expense) computed at the federal statutory rate 21.0 % 21.0 % 34.0 % State tax benefit (expense), net of federal benefit 7.6 5.1 3.0 Change in valuation allowance (38.5 ) (28.4 ) (25.4 ) U.S. corporate tax rate reduction — 0.2 (11.4 ) Differences between U.S. and foreign tax rates on foreign income (1.0 ) (0.9 ) (2.4 ) Stock-based compensation benefit (expense) 0.8 (1.2 ) 1.1 U.S. federal research & development credit benefit 6.3 5.2 1.4 Acquisitions and divestitures 3.4 0.2 — Other benefits (expenses) 0.4 (1.4 ) 0.2 Total income tax benefit (expense) 0.0 % (0.2 )% 0.5 % The significant components of net deferred tax balances were as follows: Year Ended December 31, 2019 2018 (in thousands) Deferred tax assets: Accrued expenses $ 31,746 $ 21,056 Intangible assets 172,228 140,494 Stock-based compensation 134,489 254,255 Loss carryforwards 1,201,569 849,224 Tax credit carryforwards 337,497 235,300 Property and equipment — 203 Lease liability 84,154 — Other 2,485 1,298 Total deferred tax assets $ 1,964,168 $ 1,501,830 Deferred tax liabilities: Property and equipment $ (1,420 ) $ — Convertible debt (87,904 ) — Right-of-use asset (63,595 ) — Total deferred tax liabilities $ (152,919 ) $ — Total net deferred tax assets before valuation allowance 1,811,249 1,501,830 Valuation allowance (1,811,666 ) (1,502,346 ) Net deferred taxes $ (417 ) $ (516 ) Income tax expense was $0.4 million for the year ended December 31, 2019, compared to a tax expense of $2.5 million for the year ended December 31, 2018. The Tax Act made significant changes to the Code, including a corporate income tax rate decrease to 21% effective for tax years beginning after December 31, 2017. The Tax Act also introduced the global intangible low-taxed income (“GILTI”) provisions, which generally impose a tax on the net income of foreign corporate subsidiaries in excess of a deemed return on their tangible assets. We recognize the tax on GILTI as an expense in the period the tax is incurred. We have not provided deferred taxes related to temporary differences that on their reversal will affect the amount of income subject to GILTI in the period the tax is incurred. Upon the adoption of ASU 2016-12 on January 1, 2019, we recognized a $90.9 million deferred tax asset and a $69.0 million deferred tax liability for operating lease liabilities and operating lease right-of-use assets, respectively, with offsetting $14.4 million and $7.5 million reductions to the deferred tax assets for accrued expenses and property and equipment, respectively. Taken together on a net basis, there is no change to our total net deferred tax assets before valuation allowance as a result of these changes. The issuance of the Convertible Notes in August 2019 resulted in a temporary difference between the carrying amount and tax basis of the Convertible Notes due to the allocation of debt proceeds and debt issuance costs between the liability and equity components. This basis difference resulted in the recognition of a $92.1 million net deferred tax liability and an offsetting change to our valuation allowance, both of which were recorded to additional paid-in-capital on our consolidated balance sheets. As of December 31, 2019, we had an immaterial amount of unremitted earnings related to certain foreign subsidiaries. We intend to continue to reinvest our foreign earnings indefinitely and do not expect to incur any significant taxes related to such amounts. As of December 31, 2019, we had accumulated U.S. federal and state net operating loss carryforwards of $4.0 billion and $2.3 billion, respectively. Of the $4.0 billion of federal net operating loss carryforwards, $1.5 billion was generated before January 1, 2018 and is subject to a 20-year carryforward period. The remaining $2.5 billion can be carried forward indefinitely but is subject to an 80% taxable income limitation. The pre-Tax Act losses and state net operating loss carryforwards will begin to expire in 2031 and 2026, respectively. As of December 31, 2019, we had $1.3 billion of U.K. net operating loss carryforwards that can be carried forward indefinitely. As of December 31, 2019, we had accumulated U.S. federal and state research tax credits of $225.2 million and $135.8 million, respectively. The U.S. federal research tax credits will begin to expire in 2032. The U.S. state research tax credits do not expire. We recognize valuation allowances on deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. We had valuation allowances against net deferred tax assets of $1.8 billion and $1.5 billion as of December 31, 2019 and 2018, respectively. In 2019, the increase in valuation allowance attributable to the net increase in our deferred tax assets resulting from the loss from operations was partially offset by the release of valuation allowance in additional paid-in-capital related to the Convertible Note issuance. Uncertain Tax Positions The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 (in thousands) Beginning balance of unrecognized tax benefits $ 251,808 $ 203,177 Additions for current year tax positions 40,221 43,197 Additions for prior year tax positions 1,977 7,615 Reductions for prior year tax positions (7,425 ) (1,965 ) Changes due to foreign currency translation adjustments 24 (216 ) Ending balance of unrecognized tax benefits (excluding interest and penalties) $ 286,605 $ 251,808 Interest and penalties associated with unrecognized tax benefits 200 260 Ending balance of unrecognized tax benefits (including interest and penalties) $ 286,805 $ 252,068 The total amount of gross unrecognized tax benefits, including related interest and penalties, was $286.8 million and $252.1 million as of December 31, 2019 and 2018, respectively. Substantially all of the unrecognized tax benefit was recorded as a reduction in our gross deferred tax assets, offset by a corresponding reduction in our valuation allowance. We have net unrecognized tax benefits of $1.5 million and $2.7 million that is included in other liabilities on our consolidated balance sheet as of December 31, 2019 and 2018, respectively. Assuming there continues to be a valuation allowance against deferred tax assets in future periods when gross unrecognized tax benefits are realized, this would result in a tax benefit of $ 2.7 Our policy is to recognize interest and penalties associated with tax matters as part of the income tax provision and include accrued interest and penalties with the related income tax liability on our consolidated balance sheet. During the year ended December 31, 2019, interest expense recorded related to uncertain tax positions was not material. In June 2019, the United States Court of Appeals for the Ninth Circuit overturned the 2015 Tax Court decision in Altera Corp. v. Commissioner, upholding the portion of the Treasury regulations issued under Section 482 of the Code requiring related-party participants in a cost sharing arrangement to share stock-based compensation costs. In July 2019, the taxpayer filed a petition for an en banc rehearing before the Ninth Circuit, which was denied in November 2019. The taxpayer has 90 days from that date to petition the U.S. Supreme Court for review of the decision. Depending on the final resolution of this matter, there is a reasonable possibility that there will be a significant impact on our gross unrecognized tax benefits. As a result of the valuation allowance held against our deferred tax assets, we do not believe the final resolution will result in a material impact on our income tax expense, net deferred taxes, net unrecognized tax benefits, or consolidated financials. The income taxes we pay are subject to review by taxing jurisdictions globally. Our estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. We believe that our estimate has adequately provided for these matters. However, our future results may include adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate. Tax years ending on or after December 31, 2012 are subject to examination in the U.S., and tax years ending on or after December 31, 2017 are subject to examination in the U.K. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Other Comprehensive Income Loss [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 12. 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, 2018 $ (368 ) $ 3,515 $ 3,147 OCI before reclassifications 873 (3,371 ) (2,498 ) Amounts reclassified from AOCI (1) (76 ) — (76 ) Net current period OCI 797 (3,371 ) (2,574 ) Balance at December 31, 2019 $ 429 $ 144 $ 573 (1 ) Realized gains and losses on marketable securities are reclassified from AOCI into other income (expense), net in the consolidated statements of operations. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 13. Property and Equipment, Net Property and equipment, net, consisted of the following: As of December 31, 2019 2018 (in thousands) Computer hardware and software $ 27,528 $ 27,920 Buildings — 54,050 Leasehold improvements 165,150 107,265 Furniture and equipment 85,366 75,570 Construction in progress 8,183 14,751 Total 286,227 279,556 Less: accumulated depreciation and amortization (112,560 ) (66,996 ) Property and equipment, net $ 173,667 $ 212,560 Depreciation and amortization expense on property and equipment was $53.8 million, $49.0 million, and $29.8 million for the years ended December 31, 2019, 2018, and 2017, respectively. The following table lists property and equipment, net by geographic area: As of December 31, 2019 2018 (in thousands) Property and equipment, net: United States $ 153,771 $ 190,412 Rest of world (1) 19,896 22,148 Total property and equipment, net $ 173,667 $ 212,560 (1) No individual country exceeded 10% of our total property and equipment, net for any period presented. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 14. Balance Sheet Components Accrued expenses and other current liabilities at December 31, 2019 and 2018 consisted of the following: As of December 31, 2019 2018 (in thousands) Accrued infrastructure costs $ 116,184 $ 94,819 Securities class actions legal charges 100,000 — Accrued compensation and related expenses 43,985 41,610 Partner revenue share liability 30,606 37,642 Deferred revenue 20,082 10,957 Other 99,753 76,787 Total accrued expenses and other current liabilities $ 410,610 $ 261,815 Other liabilities at December 31, 2019 and 2018 consisted of the following: As of December 31, 2019 2018 (in thousands) Sublease liability $ — $ 32,057 Deferred rent — 28,370 Lease incentive liability — 25,880 Other 57,382 24,109 Total other liabilities $ 57,382 $ 110,416 |
Non-Marketable Investments
Non-Marketable Investments | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Non-Marketable Investments | 15. Non-Marketable Investments We held investments in privately held companies with a carrying value of $55.0 million and $43.6 million as of December 31, 2019 and 2018, respectively. Our share of gains and losses in equity method investments was not material for the years ended December 31, 2019, 2018, and 2017, and is included in other income (expense), net in our consolidated statements of operations. Non-marketable investments are included within other assets on the consolidated balance sheet. Such investments are reviewed periodically for impairments. Impairment recorded for the year ended December 31, 2019 was not material. We recorded impairments of $7.2 million for the year ended December 31, 2018 million within other income (expense), net in the consolidated statements of operations. No impairments were recorded in the year ended December 31, 2017. Additionally, we recognized gains on non-marketable investments of $20.8 million within other income (expense), net on the consolidated statement of operations. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 16. Employee Benefit Plans We have a defined contribution 401(k) plan (the “401(k) Plan”) for our U.S.-based employees. The 401(k) Plan is available for all full-time employees who meet certain eligibility requirements. Eligible employees may contribute up to 100% of their annual compensation, but are limited to the maximum annual dollar amount allowable under the Code. We match 100% of each participant’s contribution up to a maximum of 3% of the participant’s base salary, bonus, and commissions paid during the period, and we match 50% of each participant’s contribution between 3% and 5% of the participant’s base salary, bonus, and commissions paid during the period. During the years ended December 31, 2019, 2018, and 2017, we recognized expense of $15.4 million, $16.1 million, and $12.4 million, respectively, related to matching contributions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On January 17, 2020, we reached a preliminary agreement to settle the securities class actions that arose following our IPO. The preliminary settlement agreement was signed in January 2020 and provided for a resolution of all of the pending claims in the securities class actions for $187.5 million. The agreement is subject to approval by the federal and state courts before which the securities class actions are pending. The terms of the settlement include a full release of all claims against all defendants including Snap, its officers and directors, and the underwriters for our IPO. We evaluated this subsequent event, concluding it provided additional evidence about a condition that existed as of December 31, 2019. In the fourth quarter of 2019, we recorded legal expense, net of amounts directly covered by insurance, of $100.0 million for the expected settlement of the securities class action s . The amount was recorded in general and administrative expense in our consolidated statements of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). 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. |
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 an initial 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 initial 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 are being delivered to the CEO in quarterly installments over three years which began in November 2017. 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 initial public offering price of $17.00 per share. As of December 31, 2019 and 2018, in accordance with terms of the CEO award, 28.0 million and 15.6 million shares of Class C common stock were issued, respectively. At December 31, 2019 and 2018, 9.4 million and 21.8 million shares of Class C common stock were to be issued in future periods in equal quarterly installments through 2020, respectively. 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, excess inventory reserves, lease exit charges, forfeiture rate, the fair value of convertible senior notes, 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. |
Concentrations of Business Risk | Concentrations of Business Risk We currently use both Google Cloud and Amazon Web Services for our hosting requirements. A disruption or loss of service from one or both of these partners could seriously harm our ability to operate. Although we believe there are other qualified providers that can provide these services, a transition to a new provider could create a significant disruption to our business and negatively impact our consolidated financial statements. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, marketable securities, and accounts receivable. We maintain cash deposits, cash equivalent balances, and marketable securities with several financial institutions. Cash and cash equivalents may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to these balances. We also maintain investments in U.S. government debt and agency securities, corporate debt securities, certificates of deposit, and commercial paper that carry high credit ratings and accordingly, minimal credit risk exists with respect to these balances. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangement and generally do not obtain or require collateral. |
Revenue Recognition | Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. See Note 2 for additional information. |
Cost of Revenue | Cost of Revenue Cost of revenue includes payments for content and third party selling costs, referred to as revenue share. Under some of these arrangements, we pay a portion of the fees we receive from the advertisers for Snap Ads that are displayed within partner content on Snapchat. Revenue-share costs were $174.7 million, $120.3 million, and $96.3 million for the years ended December 31, 2019, 2018, and 2017, respectively. In addition, cost of revenue consists of expenses associated with infrastructure costs of the Snapchat mobile application, advertising measurement services, and personnel-related costs. Cost of revenue includes facilities and other supporting overhead costs, including depreciation and amortization, and inventory costs for Spectacles. |
Advertising | Advertising Advertising costs are expensed as incurred and were $31.4 million, $11.3 million, and $10.9 million for the years ended December 31, 2019, 2018, and 2017, respectively. |
Stock-based Compensation | Stock-based Compensation We measure and recognize compensation expense for stock-based payment awards, including stock options, RSUs, and restricted stock awards (“RSAs”) granted to employees, directors, and advisors, based on the grant date fair value of the awards. The grant date fair value of stock options is estimated using a Black-Scholes option pricing model. The fair value of stock-based compensation for stock options is recognized on a straight-line basis, net of estimated forfeitures, over the period during which services are provided in exchange for the award. The grant date fair value of RSUs and RSAs is estimated based on the fair value of our underlying common stock. Pre-2017 RSUs contained both service-based and performance conditions to vest in the underlying common stock. The service-based condition criteria is generally met 10% after the first year of service, 20% over the second year, 30% over the third year, and 40% over the fourth year. The performance condition related to these awards was satisfied on the effectiveness of the registration statement for our IPO, which occurred in March 2017. Awards which contain both service-based and performance conditions were recognized using the accelerated attribution method once the performance condition was probable of occurring. All RSUs granted after December 31, 2016 vest on the satisfaction of only a service-based condition (“Post-2017 RSUs”). The service condition for RSUs granted prior to February 2018 is generally satisfied over four years, 10% after the first year of service, 20% over the second year, 30% over the third year, and 40% over the fourth year. In limited instances, we have issued Post-2017 RSUs with vesting periods in excess of four years. The service condition for RSUs and RSAs granted after February 2018 is generally satisfied in equal monthly or quarterly installments over four years. For these awards, we recognize stock-based compensation expense on a straight-line basis over the vesting period. Stock-based compensation expense recognized for all periods presented is based on awards that are expected to vest, including an estimate of forfeitures. We estimate the forfeiture rate using historical forfeitures of equity awards and other expected changes in facts and circumstances, if any. A modification of the terms of a stock-based award is treated as an exchange of the original award for a new award with total compensation cost equal to the grant-date fair value of the original award plus the incremental value of the modification to the award. |
Income Taxes | Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the deferred tax asset or liability is expected to be realized or settled. In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, we have established a valuation allowance to reduce our net deferred tax assets to the amount that is more likely than not to be realized. We recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in our consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. We recognize interest and penalties associated with tax matters as part of the income tax provision and include accrued interest and penalties with the related income tax liability on our consolidated balance sheets. |
Currency Translation and Remeasurement | Currency Translation and Remeasurement The functional currency of the majority of our foreign subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in a foreign currency are remeasured into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are remeasured at the average exchange rates during the period. Equity transactions and other non-monetary assets are remeasured using historical exchange rates. Foreign currency transaction gains and losses are recorded in other income (expense), net on our consolidated statement of operations. For those foreign subsidiaries where the local currency is the functional currency, adjustments to translate those statements into U.S. dollars are recorded in accumulated other comprehensive income (loss) in stockholders’ equity. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of 90 days or less from the date of purchase. |
Restricted Cash | Restricted Cash We are required to maintain restricted cash deposits to back letters of credit for certain property leases. These funds are restricted and have been classified in other assets on our consolidated balance sheets due to the nature of restriction. At December 31, 2019 and 2018, restricted cash balances were immaterial. |
Marketable Securities | Marketable Securities We hold investments in marketable securities consisting of U.S. government securities, U.S. government agency securities, corporate debt securities, certificates of deposit, and commercial paper. We classify our marketable securities as available-for-sale investments in our current assets because they represent investments available for current operations. Our available-for-sale investments are carried at fair value with any unrealized gains and losses, included in accumulated other comprehensive (loss) income in stockholders’ equity. We determine gains or losses on the sale or maturities of marketable securities using the specific identification method and these gains or losses are recorded in other income (expense), net in our consolidated statements of operations. Unrealized losses are recorded in other income (expense), net when a decline in fair value is determined to be other than temporary. |
Inventory | Inventory Prepaid expenses and other current assets include our Spectacles inventory, which consists of finished goods purchased from contract manufacturers. Inventory is stated at the lower of cost or market on a weighted-average cost basis. Inventories are written down for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and estimated market value. Adjustments to reduce inventory to net realizable value are recognized in cost of revenue. |
Non-Marketable Investments | Non-Marketable Investments Our investments in privately-held companies are primarily non-marketable equity securities without readily determinable fair values. We adjust the carrying value of non-marketable equity securities to fair value upon observable transactions for identical or similar investments of the same issuer or upon impairment. Any adjustments to carrying value of these investments are recorded in other income (expense) net in our consolidated statements of operations. When we exercise significant influence over, but do not control the investee, such non-marketable investments are accounted for using the equity method. Under the equity method of accounting, we record our share of the results of the investments within other income (expense), net in our consolidated statements of operations. |
Fair Value Measurements | Fair Value Measurements Certain financial instruments are required to be recorded at fair value. Other financial instruments, including cash and cash equivalents and restricted cash, are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these financial instruments. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount less any allowance for doubtful accounts to reserve for potentially uncollectible receivables. To determine the amount of the allowance, we make judgments about the creditworthiness of customers based on ongoing credit evaluation and historical experience. At December 31, 2019 and 2018, the allowance for doubtful accounts was immaterial. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer hardware and software, five years for furniture and equipment, and over the shorter of lease term or useful life of the assets for leasehold improvements. Buildings are depreciated over a useful life ranging from 25 to 45 years. Maintenance and repairs are expensed as incurred. |
Leases | Leases We have various non-cancelable lease agreements for certain of our offices. Leases are recorded as operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term. |
Software Development Costs | Software Development Costs Software development costs include costs to develop software to be used to meet internal needs and applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented. |
Segments | Segments Our CEO is our chief operating decision maker. We have determined that we have a single operating segment. Our CEO evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis accompanied by disaggregated information about revenue by geographic region. |
Business Combinations | Business Combinations We include the results of operations of the businesses that we acquire from the date of acquisition. We determine the fair value of the assets acquired and liabilities assumed based on their estimated fair values as of the respective date of acquisition. The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. At the conclusion of the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. When we issue payments or grants of equity to selling stockholders in connection with an acquisition, we evaluate whether the payments or awards are compensatory. This evaluation includes whether cash payments or stock award vesting is contingent on the continued employment of the selling stockholder beyond the acquisition date. If continued employment is required for the cash to be paid or stock awards to vest, the award is treated as compensation for post-acquisition services and is recognized as compensation expense. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in our consolidated statements of operations. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. We test goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. For all periods presented, we had a single In testing for goodwill impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if we conclude otherwise, we perform the first of a two-step impairment test. The first step compares the estimated fair value of a reporting unit to its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the fair value of the reporting unit is less than book value, then under the second step the carrying amount of the goodwill is compared to its implied fair value. There were no impairment charges in any of the periods presented. |
Intangible Assets | Intangible Assets Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives. We determine the appropriate useful life of our intangible assets by measuring the expected cash flows of acquired assets. The estimated useful lives of intangible assets are as follows: Intangible Asset Estimated Useful Life Domain names 5 Years Trademarks 1 to 5 Years Acquired developed technology 4 to 7 Years Customer relationships 2 to 5 Years Patents 3 to 11 Years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate recoverability of our property and equipment and intangible assets, excluding goodwill, when events or changes indicate the carrying amount of an asset may not be recoverable. Events and changes in circumstances considered in determining whether the carrying value of long-lived assets may not be recoverable include: significant changes in performance relative to expected operating results; significant changes in asset use; and significant negative industry or economic trends and changes in our business strategy. Recoverability of these assets is measured by comparison of their carrying amount to future undiscounted cash flows to be generated. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. We determined that there were no events or changes in circumstances that indicated our long-lived assets were impaired during any of the periods presented. |
Legal Contingencies | Legal Contingencies For legal contingencies, we accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Legal fees and expenses are expensed as incurred. |
Convertible Notes | Convertible Notes We account for the Convertible Notes as separate liability and equity components. The carrying amount of the liability component is calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, is calculated by deducting the fair value of the liability component from the total principal of the Convertible Notes. This amount represents a debt discount which is amortized to interest expense over the term of the Convertible Notes using the effective interest rate method, which maintains a constant rate of interest expense based on the increasing carrying value of the debt. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes, 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Intangible Assets | The estimated useful lives of intangible assets are as follows: Intangible Asset Estimated Useful Life Domain names 5 Years Trademarks 1 to 5 Years Acquired developed technology 4 to 7 Years Customer relationships 2 to 5 Years Patents 3 to 11 Years Intangible assets consisted of the following: December 31, 2019 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands, except years) Domain names 2.6 $ 5,414 $ 5,200 $ 214 Trademarks — 3,072 3,072 — Acquired developed technology 3.6 175,414 95,921 79,493 Customer relationships — 2,172 2,172 — Patents 5.9 19,710 7,296 12,414 $ 205,782 $ 113,661 $ 92,121 December 31, 2018 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands except years) Domain names 1.6 $ 5,414 $ 4,283 $ 1,131 Trademarks 1.4 5,772 4,076 1,696 Acquired developed technology 3.8 179,791 78,729 101,062 Customer relationships 2.1 15,572 8,012 7,560 Patents 6.9 19,710 5,105 14,605 $ 226,259 $ 100,205 $ 126,054 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregation of Revenue by Geography | The following table represents our revenue disaggregated by geography based on the billing address of the advertising customer: Year Ended December 31, 2019 2018 2017 (in thousands) Revenue: North America (1) (2) $ 1,068,108 $ 780,992 $ 675,402 Europe (3) 299,913 183,077 98,047 Rest of world 347,513 216,377 51,500 Total revenue $ 1,715,534 $ 1,180,446 $ 824,949 (1) North America includes Mexico, the Caribbean, and Central America. (2) United States revenue was $1.0 billion, $752.9 million, and $643.0 million for the years ended December 31, 2019, 2018, and 2017, respectively. (3) Europe includes Russia and Turkey. |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 years ended December 31, 2019, 2018, and 2017: Year Ended December 31, 2019 2018 2017 (in thousands, except per share data) Class A Common Class B Common Class C Common Class A Common Class B Common Class C Common Class A Common (3) Class B Common (1) Class C Common (2) Numerator: Net loss $ (817,156 ) $ (33,341 ) $ (183,164 ) $ (921,235 ) $ (94,897 ) $ (239,779 ) $ (2,169,120 ) $ (548,098 ) $ (727,848 ) Net loss attributable to common stockholders $ (817,156 ) $ (33,341 ) $ (183,164 ) $ (921,235 ) $ (94,897 ) $ (239,779 ) $ (2,169,120 ) $ (548,098 ) $ (727,848 ) Denominator: Basic shares: Weighted-average common shares - Basic 1,087,366 44,366 243,730 953,992 98,271 248,305 734,203 185,520 246,362 Diluted shares: Weighted-average common shares - Diluted 1,087,366 44,366 243,730 953,992 98,271 248,305 734,203 185,520 246,362 Net loss per share attributable to common stockholders: Basic $ (0.75 ) $ (0.75 ) $ (0.75 ) $ (0.97 ) $ (0.97 ) $ (0.97 ) $ (2.95 ) $ (2.95 ) $ (2.95 ) Diluted $ (0.75 ) $ (0.75 ) $ (0.75 ) $ (0.97 ) $ (0.97 ) $ (0.97 ) $ (2.95 ) $ (2.95 ) $ (2.95 ) (1) 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 our IPO. (2) 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 our IPO. (3) 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. |
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: Year Ended December 31, 2019 2018 2017 (in thousands) Stock options 10,262 16,291 32,596 Unvested RSUs and RSAs 148,797 158,264 163,796 Convertible Notes (if-converted) 55,468 — — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Stock Option Award Activity | The following table summarizes the stock option award activity under the Stock Plans during the year ended December 31, 2019: 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, 2018 13,322 2,969 $ 7.83 6.41 $ 34,567 Granted 118 — $ 14.69 — $ — Exercised (3,291 ) (1,389 ) $ 3.53 — $ — Forfeited (1,437 ) (30 ) $ 13.87 — $ — Outstanding at December 31, 2019 8,712 1,550 $ 9.00 5.59 $ 75,460 Exercisable at December 31, 2019 6,053 1,550 $ 8.00 4.65 $ 63,445 Vested and expected to vest at December 31, 2019 8,508 1,550 $ 8.91 5.54 $ 74,825 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our Class A common stock as of December 31, 2018 and December 31, 2019, respectively. |
Summary of Total Stock-based Compensation Expense | Total stock-based compensation expense by function was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Cost of revenue $ 6,365 $ 4,393 $ 26,071 Research and development 464,639 340,533 1,154,430 Sales and marketing 93,355 84,059 236,474 General and administrative 121,654 109,226 1,222,920 Total $ 686,013 $ 538,211 $ 2,639,895 |
Restricted Stock Units | |
Summary of RSU and RSA Award Activity | The following table summarizes the RSU award activity during the year ended December 31, 2019: 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, 2018 149,638 492 $ 13.34 Granted 89,582 — $ 11.00 Vested (76,983 ) (490 ) $ 12.10 Forfeited (21,622 ) (2 ) $ 13.15 Unvested at December 31, 2019 140,615 — $ 12.57 |
Restricted Stock Awards | |
Summary of RSU and RSA Award Activity | The following table summarizes the RSA activity during the year ended December 31, 2019: Class A Outstanding RSAs Weighted- Average Grant Date Fair Value per RSA (in thousands, except per share data) Unvested at December 31, 2018 8,134 $ 7.51 Granted 3,975 $ 12.61 Vested (2,778 ) $ 9.90 Forfeited (1,149 ) $ 5.85 Unvested at December 31, 2019 8,182 $ 9.42 |
Business Acquisitions and Div_2
Business Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Placed, LLC | |
Business Acquisition [Line Items] | |
Summary of Assets and Liabilities on Completion of Divestiture | Placed assets and liabilities on completion of the divestiture were as follows: Total (in thousands) Trademarks, net $ 1,052 Technology, net 14,193 Customer relationships, net 5,246 Goodwill 2,682 Other assets and liabilities, net 3,827 Total $ 27,000 |
AI Factory, Inc. | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Allocation | The preliminary allocation of acquisition date fair value is estimated as follows: Total (in thousands) Technology $ 16,000 Goodwill 110,734 Other assets acquired and liabilities assumed, net 1,353 Total $ 128,087 |
Placed, Inc. | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Allocation | The allocation of the total purchase consideration for this acquisition is estimated as follows: Total (in thousands) Cash $ 6,919 Trademarks 2,700 Technology 22,400 Customer relationships 11,800 Goodwill 103,995 Net deferred tax liability (13,520 ) Other assets acquired and liabilities assumed, net 5,296 Total $ 139,590 |
Zenly | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Allocation | The allocation of the total purchase consideration for this acquisition is estimated as follows: Total (in thousands) Cash $ 22,610 Technology 23,000 Goodwill 154,353 Net deferred tax liability (2,418 ) Other assets acquired and liabilities assumed, net (1,428 ) Total $ 196,117 |
Other Acquisitions | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Allocation | The allocation of the total purchase consideration for the above other acquisitions in 2017 is as follows: Total (in thousands) Cash $ 1,701 Technology 49,325 Customer relationships 2,100 Goodwill 48,408 Net deferred tax liability (1,976 ) Other assets acquired and liabilities assumed, net 2,382 Total $ 101,940 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 were as follows: Goodwill (in thousands) Balance as of December 31, 2017 $ 639,882 Goodwill acquired 741 Foreign currency translation $ (8,253 ) Balance as of December 31, 2018 $ 632,370 Goodwill acquired 134,255 Goodwill divested (2,682 ) Foreign currency translation (2,790 ) Balance as of December 31, 2019 $ 761,153 |
Summary of Estimated Useful Lives of Intangible Assets | The estimated useful lives of intangible assets are as follows: Intangible Asset Estimated Useful Life Domain names 5 Years Trademarks 1 to 5 Years Acquired developed technology 4 to 7 Years Customer relationships 2 to 5 Years Patents 3 to 11 Years Intangible assets consisted of the following: December 31, 2019 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands, except years) Domain names 2.6 $ 5,414 $ 5,200 $ 214 Trademarks — 3,072 3,072 — Acquired developed technology 3.6 175,414 95,921 79,493 Customer relationships — 2,172 2,172 — Patents 5.9 19,710 7,296 12,414 $ 205,782 $ 113,661 $ 92,121 December 31, 2018 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands except years) Domain names 1.6 $ 5,414 $ 4,283 $ 1,131 Trademarks 1.4 5,772 4,076 1,696 Acquired developed technology 3.8 179,791 78,729 101,062 Customer relationships 2.1 15,572 8,012 7,560 Patents 6.9 19,710 5,105 14,605 $ 226,259 $ 100,205 $ 126,054 |
Schedule of Estimated Intangible Asset Amortization Expense | As of December 31, 2019, the estimated intangible asset amortization expense for the next five years and thereafter is as follows: Estimated Amortization (in thousands) Year ending December 31, 2020 $ 29,171 2021 23,545 2022 16,879 2023 14,396 2024 6,236 Thereafter 1,894 Total $ 92,121 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Notes | The Convertible Amount (in thousands) Liability: Principal $ 1,265,000 Unamortized debt discount and issuance costs (373,224 ) Net carrying amount $ 891,776 Carrying amount of the equity component $ 377,432 |
Schedule of Interest Expense Recognized Related to Convertible Notes | The following table details interest expense recognized related to the Convertible Notes for the year ended December 31, 2019: Amount (in thousands) Contractual interest expense $ 3,723 Amortization of debt issuance costs 433 Amortization of debt discount 17,364 Total $ 21,520 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Contractual Commitments | The future minimum contractual commitment including commitments less than one year, as of December 31, 2019 for each of the next five years are as follows: Minimum Commitment (in thousands) Year ending December 31, 2020 $ 640,957 2021 684,374 2022 384,596 2023 883 2024 883 Thereafter 214 Total minimum commitments $ 1,711,907 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Cost | The components of lease cost were as follows: Year Ended December 31, 2019 (in thousands) Operating lease expense $ 60,921 Sublease income (4,716 ) Total net lease costs $ 56,205 |
Summary of Weighted Average Remaining Lease Term and Discount Rate Related to Operating Leases | Lease Term and Discount Rate The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows: December 31, 2019 Weighted-average remaining lease term 8.1 Weighted-average discount rate 5.7 % |
Present Value of Operating Lease Liabilities | Maturity of Lease Liabilities The present value of our operating lease liabilities as of December 31, 2019 were as follows: Operating Leases (in thousands) Year ending December 31, 2020 $ 60,774 2021 64,822 2022 56,655 2023 52,754 2024 52,458 Thereafter 144,184 Total lease payments $ 431,647 Less: Imputed interest (86,194 ) Present value of lease liabilities $ 345,453 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 and 2018 that are measured at fair value on a recurring basis during the period: December 31, 2019 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 416,099 $ — $ — $ 416,099 Level 1 securities: U.S. government securities 1,305,145 604 (49 ) 1,305,700 U.S. government agency securities 269,278 48 (32 ) 269,294 Level 2 securities: Corporate debt securities 28,420 13 (4 ) 28,429 Commercial paper 84,498 — — 84,498 Certificates of deposit 8,785 — — 8,785 Total $ 2,112,225 $ 665 $ (85 ) $ 2,112,805 December 31, 2018 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 279,950 $ — $ — $ 279,950 Level 1 securities: U.S. government securities 735,988 12 (175 ) 735,825 U.S. government agency securities 181,032 4 (36 ) 181,000 Level 2 securities: Corporate debt securities 35,819 1 (18 ) 35,802 Commercial paper 33,193 — — 33,193 Certificates of deposit 13,293 — — 13,293 Total $ 1,279,275 $ 17 $ (229 ) $ 1,279,063 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Pre-Tax Loss | The domestic and foreign components of pre-tax loss were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Domestic $ (770,448 ) $ (969,922 ) $ (3,027,580 ) Foreign (262,819 ) (283,442 ) (435,828 ) Loss before income taxes $ (1,033,267 ) $ (1,253,364 ) $ (3,463,408 ) |
Schedule of Components of Income Tax (Benefit) Expense | The components of our income tax (benefit) expense were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Current: Federal $ — $ — $ — State 113 106 (1,784 ) Foreign 771 2,824 932 Total current income tax (benefit) expense 884 2,930 (852 ) Deferred: Federal (277 ) (15 ) (12,287 ) State (85 ) (40 ) 303 Foreign (129 ) (328 ) (5,506 ) Total deferred income tax (benefit) expense (491 ) (383 ) (17,490 ) Income tax (benefit) expense $ 393 $ 2,547 $ (18,342 ) |
Summary of Reconciliation of Statutory Federal Income Tax Rate | The following is a reconciliation of the statutory federal income tax rate to our effective tax rate: Year Ended December 31, 2019 2018 2017 Tax benefit (expense) computed at the federal statutory rate 21.0 % 21.0 % 34.0 % State tax benefit (expense), net of federal benefit 7.6 5.1 3.0 Change in valuation allowance (38.5 ) (28.4 ) (25.4 ) U.S. corporate tax rate reduction — 0.2 (11.4 ) Differences between U.S. and foreign tax rates on foreign income (1.0 ) (0.9 ) (2.4 ) Stock-based compensation benefit (expense) 0.8 (1.2 ) 1.1 U.S. federal research & development credit benefit 6.3 5.2 1.4 Acquisitions and divestitures 3.4 0.2 — Other benefits (expenses) 0.4 (1.4 ) 0.2 Total income tax benefit (expense) 0.0 % (0.2 )% 0.5 % |
Summary of Significant Components of Net Deferred Tax Balances | The significant components of net deferred tax balances were as follows: Year Ended December 31, 2019 2018 (in thousands) Deferred tax assets: Accrued expenses $ 31,746 $ 21,056 Intangible assets 172,228 140,494 Stock-based compensation 134,489 254,255 Loss carryforwards 1,201,569 849,224 Tax credit carryforwards 337,497 235,300 Property and equipment — 203 Lease liability 84,154 — Other 2,485 1,298 Total deferred tax assets $ 1,964,168 $ 1,501,830 Deferred tax liabilities: Property and equipment $ (1,420 ) $ — Convertible debt (87,904 ) — Right-of-use asset (63,595 ) — Total deferred tax liabilities $ (152,919 ) $ — Total net deferred tax assets before valuation allowance 1,811,249 1,501,830 Valuation allowance (1,811,666 ) (1,502,346 ) Net deferred taxes $ (417 ) $ (516 ) |
Summary of Activity Related to Gross Unrecognized Tax Benefits | The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 (in thousands) Beginning balance of unrecognized tax benefits $ 251,808 $ 203,177 Additions for current year tax positions 40,221 43,197 Additions for prior year tax positions 1,977 7,615 Reductions for prior year tax positions (7,425 ) (1,965 ) Changes due to foreign currency translation adjustments 24 (216 ) Ending balance of unrecognized tax benefits (excluding interest and penalties) $ 286,605 $ 251,808 Interest and penalties associated with unrecognized tax benefits 200 260 Ending balance of unrecognized tax benefits (including interest and penalties) $ 286,805 $ 252,068 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2018 $ (368 ) $ 3,515 $ 3,147 OCI before reclassifications 873 (3,371 ) (2,498 ) Amounts reclassified from AOCI (1) (76 ) — (76 ) Net current period OCI 797 (3,371 ) (2,574 ) Balance at December 31, 2019 $ 429 $ 144 $ 573 (1 ) Realized gains and losses on marketable securities are reclassified from AOCI into other income (expense), net in the consolidated statements of operations. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following: As of December 31, 2019 2018 (in thousands) Computer hardware and software $ 27,528 $ 27,920 Buildings — 54,050 Leasehold improvements 165,150 107,265 Furniture and equipment 85,366 75,570 Construction in progress 8,183 14,751 Total 286,227 279,556 Less: accumulated depreciation and amortization (112,560 ) (66,996 ) Property and equipment, net $ 173,667 $ 212,560 |
Property and Equipment, Net by Geographic Area | The following table lists property and equipment, net by geographic area: As of December 31, 2019 2018 (in thousands) Property and equipment, net: United States $ 153,771 $ 190,412 Rest of world (1) 19,896 22,148 Total property and equipment, net $ 173,667 $ 212,560 (1) No individual country exceeded 10% of our total property and equipment, net for any period presented. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities at December 31, 2019 and 2018 consisted of the following: As of December 31, 2019 2018 (in thousands) Accrued infrastructure costs $ 116,184 $ 94,819 Securities class actions legal charges 100,000 — Accrued compensation and related expenses 43,985 41,610 Partner revenue share liability 30,606 37,642 Deferred revenue 20,082 10,957 Other 99,753 76,787 Total accrued expenses and other current liabilities $ 410,610 $ 261,815 |
Schedule of Other liabilities | Other liabilities at December 31, 2019 and 2018 consisted of the following: As of December 31, 2019 2018 (in thousands) Sublease liability $ — $ 32,057 Deferred rent — 28,370 Lease incentive liability — 25,880 Other 57,382 24,109 Total other liabilities $ 57,382 $ 110,416 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Mar. 31, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Net proceeds from initial public offering | $ | $ 0 | $ 0 | $ 2,657,797,000 | |||
Stock-based compensation expense | $ | 686,013,000 | 538,211,000 | 2,639,895,000 | |||
Tax withholding obligation | $ | 0 | 551,000 | 394,156,000 | |||
Advertising revenue-share cost | $ | $ 174,700,000 | $ 120,300,000 | $ 96,300,000 | |||
Type of Cost, Good or Service [Extensible List] | us-gaap:AdvertisingMember | us-gaap:AdvertisingMember | us-gaap:AdvertisingMember | |||
Advertising cost | $ | $ 31,400,000 | $ 11,300,000 | $ 10,900,000 | |||
Percentage of tax benefits likelihood of being realized | greater than 50% | |||||
Highly liquid investments with original maturities | 90 days or less | |||||
Number of operating segment | $ | 1 | 1 | 1 | |||
Number of reporting unit | $ | 1 | 1 | 1 | |||
Goodwill impairment charges | $ | $ 0 | $ 0 | $ 0 | |||
Operating lease right-of-use assets | $ | 275,447,000 | |||||
Operating lease, liability | $ | $ 345,453,000 | |||||
ASU 2016-02 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Operating lease right-of-use assets | $ | $ 284,500,000 | |||||
Operating lease, liability | $ | $ 375,400,000 | |||||
Computer Hardware and Software | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Property and equipment estimated useful life | 3 years | |||||
Furniture and Equipment | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Property and equipment estimated useful life | 5 years | |||||
Minimum | Buildings | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Property and equipment estimated useful life | 25 years | |||||
Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Business combination measurement period | 1 year | |||||
Maximum | Buildings | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Property and equipment estimated useful life | 45 years | |||||
Pre-2017 RSUs | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Initial public offering price per share | $ / shares | $ 17 | |||||
Shares withheld for payroll taxes | shares | 12,100,000 | |||||
Common stock issued | shares | 26,700,000 | |||||
Tax withholding obligation | $ | $ 206,600,000 | |||||
Pre-2017 RSUs | First Year | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Award vesting percentage | 10.00% | |||||
Pre-2017 RSUs | Second Year | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Award vesting percentage | 20.00% | |||||
Pre-2017 RSUs | Third Year | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Award vesting percentage | 30.00% | |||||
Pre-2017 RSUs | Fourth Year | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Award vesting percentage | 40.00% | |||||
Restricted Stock Units | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Share based compensation arrangement by share based payment award vesting | shares | 9,400,000 | 22,400,000 | ||||
Post-2017 RSUs | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Service condition satisfied, years | 4 years | |||||
Post-2017 RSUs | First Year | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Award vesting percentage | 10.00% | |||||
Post-2017 RSUs | Second Year | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Award vesting percentage | 20.00% | |||||
Post-2017 RSUs | Third Year | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Award vesting percentage | 30.00% | |||||
Post-2017 RSUs | Fourth Year | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Award vesting percentage | 40.00% | |||||
IPO | Pre-2017 RSUs | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Stock-based compensation expense | $ | $ 1,300,000,000 | |||||
Class A Common Stock | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Common stock issued | shares | 1,160,127,014 | 999,304,000 | ||||
Class A Common Stock | Restricted Stock Units | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Share based compensation arrangement by share based payment award vesting | shares | 76,983,000 | |||||
Class A Common Stock | IPO | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Common stock, shares issued and sold | shares | 160,300,000 | 160,300,000 | ||||
Initial public offering price per share | $ / shares | $ 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 | |||||
Class B Common Stock | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Common stock issued | shares | 24,521,607 | 93,845,000 | ||||
Class B Common Stock | Restricted Stock Units | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Share based compensation arrangement by share based payment award vesting | shares | 490,000 | |||||
Class B Common Stock | Convertible Preferred Stock Other Than Series FP Preferred Stock | IPO | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Conversion of convertible preferred stock into common stock | shares | 246,800,000 | |||||
Class C Common Stock | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Common stock issued | shares | 231,147,476 | 224,611,000 | ||||
Class C Common Stock | CEO | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Common stock issued | shares | 15,600,000 | |||||
Shares to be issued in future periods | shares | 21,800,000 | |||||
Class C Common Stock | IPO | CEO | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Common stock issued | shares | 28,000,000 | |||||
Shares to be issued in future periods | shares | 9,400,000 | |||||
Class C Common Stock | IPO | Restricted Stock Units | CEO | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Initial public offering price per share | $ / shares | $ 17 | |||||
Stock-based compensation expense | $ | $ 636,600,000 | |||||
Percentage of outstanding shares | 3.00% | |||||
Share based compensation arrangement by share based payment award vesting | shares | 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 are being delivered to the CEO in quarterly installments over three years which began in November 2017. | |||||
Class C Common Stock | Series FP Preferred Stock | IPO | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Conversion of convertible preferred stock into common stock | shares | 215,900,000 | |||||
Class C Common Stock | Series FP Preferred Stock | IPO | Restricted Stock Units | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Conversion of convertible preferred stock into common stock | shares | 37,400,000 | |||||
Class C Common Stock | Series FP Preferred Stock | IPO | Restricted Stock Units | CEO | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Conversion of convertible preferred stock into common stock | shares | 37,400,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Domain Names | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 5 years |
Trademarks | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 1 year |
Trademarks | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 5 years |
Acquired Developed Technology | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 4 years |
Acquired Developed Technology | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 7 years |
Customer Relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 2 years |
Customer Relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 5 years |
Patents | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years |
Patents | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 11 years |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||
Total revenue | $ 1,715,534 | $ 1,180,446 | $ 824,949 |
North America | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 1,068,108 | 780,992 | 675,402 |
Europe | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 299,913 | 183,077 | 98,047 |
Rest of World | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | $ 347,513 | $ 216,377 | $ 51,500 |
Revenue - Disaggregation of R_2
Revenue - Disaggregation of Revenue by Geography (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||
Total revenue | $ 1,715,534 | $ 1,180,446 | $ 824,949 |
United States | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | $ 1,000,000 | $ 752,900 | $ 643,000 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Earnings Per Share [Line Items] | ||||
Net proceeds from initial public offering | $ 0 | $ 0 | $ 2,657,797 | |
IPO | Class A Common Stock | ||||
Earnings Per Share [Line Items] | ||||
Common stock, shares issued and sold | shares | 160.3 | 160.3 | ||
Initial public offering price per share | $ / shares | $ 17 | |||
Net proceeds from initial public offering | $ 2,600,000 | |||
Underwriting discounts and commissions | 68,100 | |||
Other stock offering expenses | $ 14,700 | |||
Convertible Preferred Stock Other Than Series FP Preferred Stock | IPO | Class B Common Stock | ||||
Earnings Per Share [Line Items] | ||||
Conversion of convertible preferred stock into common stock | shares | 246.8 | |||
Series FP Preferred Stock | IPO | Class C Common Stock | ||||
Earnings Per Share [Line Items] | ||||
Conversion of convertible preferred stock into common stock | shares | 215.9 | |||
Conversion ratio | 1 | |||
Series D, E, and F Preferred Stock | IPO | Class B Common Stock | ||||
Earnings Per Share [Line Items] | ||||
Conversion ratio | 1 | |||
Series A, A-1, B, and C Preferred Stock | IPO | 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 | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||
Net loss | $ (1,033,660) | $ (1,255,911) | $ (3,445,066) |
Basic shares: | |||
Weighted-average common shares - Basic | 1,375,462 | 1,300,568 | 1,166,085 |
Diluted shares: | |||
Weighted-average common shares - Diluted | 1,375,462 | 1,300,568 | 1,166,085 |
Net loss per share attributable to common stockholders: | |||
Basic | $ (0.75) | $ (0.97) | $ (2.95) |
Diluted | $ (0.75) | $ (0.97) | $ (2.95) |
Class A Common Stock | |||
Numerator: | |||
Net loss | $ (817,156) | $ (921,235) | $ (2,169,120) |
Net loss attributable to common stockholders | $ (817,156) | $ (921,235) | $ (2,169,120) |
Basic shares: | |||
Weighted-average common shares - Basic | 1,087,366 | 953,992 | 734,203 |
Diluted shares: | |||
Weighted-average common shares - Diluted | 1,087,366 | 953,992 | 734,203 |
Net loss per share attributable to common stockholders: | |||
Basic | $ (0.75) | $ (0.97) | $ (2.95) |
Diluted | $ (0.75) | $ (0.97) | $ (2.95) |
Class B Common Stock | |||
Numerator: | |||
Net loss | $ (33,341) | $ (94,897) | $ (548,098) |
Net loss attributable to common stockholders | $ (33,341) | $ (94,897) | $ (548,098) |
Basic shares: | |||
Weighted-average common shares - Basic | 44,366 | 98,271 | 185,520 |
Diluted shares: | |||
Weighted-average common shares - Diluted | 44,366 | 98,271 | 185,520 |
Net loss per share attributable to common stockholders: | |||
Basic | $ (0.75) | $ (0.97) | $ (2.95) |
Diluted | $ (0.75) | $ (0.97) | $ (2.95) |
Class C Common Stock | |||
Numerator: | |||
Net loss | $ (183,164) | $ (239,779) | $ (727,848) |
Net loss attributable to common stockholders | $ (183,164) | $ (239,779) | $ (727,848) |
Basic shares: | |||
Weighted-average common shares - Basic | 243,730 | 248,305 | 246,362 |
Diluted shares: | |||
Weighted-average common shares - Diluted | 243,730 | 248,305 | 246,362 |
Net loss per share attributable to common stockholders: | |||
Basic | $ (0.75) | $ (0.97) | $ (2.95) |
Diluted | $ (0.75) | $ (0.97) | $ (2.95) |
Net Loss per Share - Numerato_2
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 | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2019 | |
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 | Restricted Stock Units | ||
Earnings Per Share [Line Items] | ||
Conversion of convertible preferred stock into common stock | 37.4 | |
Class A Common Stock | ||
Earnings Per Share [Line Items] | ||
Common stock, shares issued | 160.3 | 160.3 |
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 | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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 | 10,262 | 16,291 | 32,596 |
Unvested Restricted Stock Units And Restricted Stock Awards Not Subject To A Performance Condition | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 148,797 | 158,264 | 163,796 |
Convertible Notes (If Converted) | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 55,468 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)Plan$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of share-based employee compensation plans | Plan | 3 | ||
Weighted-average fair value of employee stock options | $ / shares | $ 14.69 | $ 6.99 | |
Fair values of options vested | $ | $ 23.3 | $ 24.8 | $ 58.6 |
Intrinsic values of stock options exercised | $ | $ 44 | 289.1 | 276.5 |
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 | ||
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 | ||
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average recognition period | 2 years | ||
Unrecognized compensation cost related to stock options granted and assumed | $ | $ 17.7 | ||
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 | ||
RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of vested shares | $ | $ 937.2 | $ 884.1 | 966 |
RSUs are vested but not settled | 9,400,000 | 22,400,000 | |
Pre-2017 RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock issued | 26,700,000 | ||
Unrecognized compensation cost | $ | $ 34.5 | ||
Weighted average recognition period | 9 months 18 days | ||
Post-2017 RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ | $ 1,400 | ||
Weighted average recognition period | 2 years 10 months 24 days | ||
RSAs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of vested shares | $ | $ 27.5 | $ 6.3 | $ 1.6 |
Unrecognized compensation cost | $ | $ 74.2 | ||
Weighted average recognition period | 3 years 3 months 18 days | ||
Class A Non-voting Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock authorized to issue | 3,000,000,000 | 3,000,000,000 | |
Common stock par value | $ / shares | $ 0.00001 | $ 0.00001 | |
Common stock voting rights | no voting rights | ||
Common stock dividends declared | $ / shares | $ 0 | ||
Common stock issued | 1,160,127,014 | 999,304,000 | |
Common stock outstanding | 1,160,127,014 | 999,304,000 | |
Class A Non-voting 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 Non-voting 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 Non-voting 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 Non-voting 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 issued or offered under plan | 0 | ||
Class A Non-voting Common Stock | Maximum | 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 | ||
Class A Non-voting Common Stock | Maximum | 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 | ||
Class A Non-voting Common Stock | Minimum | 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 | ||
Class A Non-voting Common Stock | 2014 Equity Incentive Plan | Maximum | France | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards granted to employees and consultants | 2,500,000 | ||
Class A Non-voting Common Stock | Stock Options And Unvested RSUs | 2014 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance | 96,993,064 | ||
Class A Non-voting Common Stock | Stock Options And Unvested RSUs | 2012 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance | 37,228,865 | ||
Class A Non-voting Common Stock | RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards granted to employees and consultants | 89,582,000 | ||
RSUs are vested but not settled | 76,983,000 | ||
Class A Non-voting Common Stock | RSAs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards granted to employees and consultants | 3,975,000 | ||
RSUs are vested but not settled | 2,778,000 | ||
Class B Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock authorized to issue | 700,000,000 | 700,000,000 | |
Common stock par value | $ / shares | $ 0.00001 | $ 0.00001 | |
Common stock voting rights | one vote | ||
Common stock dividends declared | $ / shares | $ 0 | ||
Common stock issued | 24,521,607 | 93,845,000 | |
Common stock outstanding | 24,521,607 | 93,845,000 | |
Class B Common Stock | RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
RSUs are vested but not settled | 490,000 | ||
Class C Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock authorized to issue | 260,887,848 | 260,888,000 | |
Common stock par value | $ / shares | $ 0.00001 | $ 0.00001 | |
Common stock voting rights | ten votes | ||
Common stock dividends declared | $ / shares | $ 0 | ||
Common stock issued | 231,147,476 | 224,611,000 | |
Common stock outstanding | 231,147,476 | 224,611,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of RSU and RSA Award Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Stock Units | ||
Outstanding Restricted Stock | ||
Outstanding Restricted Stock, Vested | (9,400) | (22,400) |
Weighted-Average Grant Date Fair Value per Restricted Stock | ||
Weighted-Average Grant Date Fair Value per Restricted Stock, Unvested Beginning Balance | $ 13.34 | |
Weighted-Average Grant Date Fair Value per Restricted Stock, Granted | 11 | |
Weighted-Average Grant Date Fair Value per Restricted Stock, Vested | 12.10 | |
Weighted-Average Grant Date Fair Value per Restricted Stock, Forfeited | 13.15 | |
Weighted-Average Grant Date Fair Value per Restricted Stock, Unvested Ending Balance | $ 12.57 | $ 13.34 |
Restricted Stock Units | Class A Common Stock | ||
Outstanding Restricted Stock | ||
Outstanding Restricted Stock, Unvested Beginning Balance | 149,638 | |
Outstanding Restricted Stock, Granted | 89,582 | |
Outstanding Restricted Stock, Vested | (76,983) | |
Outstanding Restricted Stock, Forfeited | (21,622) | |
Outstanding Restricted Stock, Unvested Ending Balance | 140,615 | 149,638 |
Restricted Stock Units | Class B Common Stock | ||
Outstanding Restricted Stock | ||
Outstanding Restricted Stock, Unvested Beginning Balance | 492 | |
Outstanding Restricted Stock, Vested | (490) | |
Outstanding Restricted Stock, Forfeited | (2) | |
Outstanding Restricted Stock, Unvested Ending Balance | 492 | |
Restricted Stock Awards | ||
Weighted-Average Grant Date Fair Value per Restricted Stock | ||
Weighted-Average Grant Date Fair Value per Restricted Stock, Unvested Beginning Balance | $ 7.51 | |
Weighted-Average Grant Date Fair Value per Restricted Stock, Granted | 12.61 | |
Weighted-Average Grant Date Fair Value per Restricted Stock, Vested | 9.90 | |
Weighted-Average Grant Date Fair Value per Restricted Stock, Forfeited | 5.85 | |
Weighted-Average Grant Date Fair Value per Restricted Stock, Unvested Ending Balance | $ 9.42 | $ 7.51 |
Restricted Stock Awards | Class A Common Stock | ||
Outstanding Restricted Stock | ||
Outstanding Restricted Stock, Unvested Beginning Balance | 8,134 | |
Outstanding Restricted Stock, Granted | 3,975 | |
Outstanding Restricted Stock, Vested | (2,778) | |
Outstanding Restricted Stock, Forfeited | (1,149) | |
Outstanding Restricted Stock, Unvested Ending Balance | 8,182 | 8,134 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock Option Award Activity (Details) - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted-Average Exercise Price | ||
Weighted-Average Exercise Price, Beginning balance | $ 7.83 | |
Weighted-Average Exercise Price, Granted | 14.69 | |
Weighted-Average Exercise Price, Exercised | 3.53 | |
Weighted-Average Exercise Price, Forfeited | 13.87 | |
Weighted-Average Exercise Price, Ending balance | 9 | $ 7.83 |
Weighted-Average Exercise Price, Exercisable | 8 | |
Weighted-Average Exercise Price, Vested and expected to vest | $ 8.91 | |
Weighted-Average Remaining Contractual Term | ||
Weighted-Average Remaining Contractual Term (in years) | 5 years 7 months 2 days | 6 years 4 months 28 days |
Weighted-Average Remaining Contractual Term (in years) | 4 years 7 months 24 days | |
Weighted-Average Remaining Contractual Term (in years) | 5 years 6 months 14 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Outstanding | $ 34,567 | |
Aggregate Intrinsic Value, Outstanding | 75,460 | $ 34,567 |
Aggregate Intrinsic Value, Exercisable | 63,445 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 74,825 | |
Class A Common Stock | ||
Number of Shares | ||
Number of Shares, Beginning balance | 13,322 | |
Number of Shares, Granted | 118 | |
Number of Shares, Exercised | (3,291) | |
Number of Shares, Forfeited | (1,437) | |
Number of Shares, Ending balance | 8,712 | 13,322 |
Number of Shares, Exercisable | 6,053 | |
Number of Shares, Vested and expected to vest | 8,508 | |
Class B Common Stock | ||
Number of Shares | ||
Number of Shares, Beginning balance | 2,969 | |
Number of Shares, Exercised | (1,389) | |
Number of Shares, Forfeited | (30) | |
Number of Shares, Ending balance | 1,550 | 2,969 |
Number of Shares, Exercisable | 1,550 | |
Number of Shares, Vested and expected to vest | 1,550 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Total Stock-based Compensation Expense (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] | |||
Total | $ 686,013 | $ 538,211 | $ 2,639,895 |
Cost of Revenue | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total | 6,365 | 4,393 | 26,071 |
Research and Development | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total | 464,639 | 340,533 | 1,154,430 |
Sales and Marketing | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total | 93,355 | 84,059 | 236,474 |
General and Administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total | $ 121,654 | $ 109,226 | $ 1,222,920 |
Business Acquisitions and Div_3
Business Acquisitions and Divestitures - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Jul. 31, 2017 | May 31, 2017 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Disposal group including discontinued operation, purchase consideration | $ 73,796 | $ 0 | $ 0 | |||||
Goodwill deductible for tax purposes | $ 30,300 | 30,300 | ||||||
RSUs to certain continuing employees in exchange for future service | $ 71,300 | 71,300 | ||||||
RSUs and RSAs to certain continuing employees in exchange for future service | 171,100 | 171,100 | ||||||
Acquired Developed Technology | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Intangible assets deductible for tax purposes | 40,100 | 40,100 | ||||||
Customer Relationships | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Intangible assets deductible for tax purposes | 1,600 | 1,600 | ||||||
Placed, LLC | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Disposal group including discontinued operation, cash consideration | $ 77,800 | |||||||
Disposal group including discontinued operation, purchase consideration | 66,900 | |||||||
Placed, LLC | Other Income (Expense) | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Disposal group including discontinued operation, net gain on disposal | $ 39,900 | |||||||
AI Factory, Inc. | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Current and future cash consideration payments | 128,100 | 128,100 | ||||||
Estimated fair value of minority interest | 13,500 | 13,500 | ||||||
Other Acquisitions | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Total purchase consideration | 34,000 | 101,900 | ||||||
Goodwill deductible for tax purposes | $ 23,500 | $ 23,500 | ||||||
Business acquisition, purchase price cash consideration | 95,300 | |||||||
Other Acquisitions | Other Liabilities | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Purchase consideration, liabilities assumed | $ 6,600 | $ 6,600 | ||||||
Placed, Inc. | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Total purchase consideration | $ 139,600 | |||||||
Total consideration including compensation paid in cash | 185,900 | |||||||
Business acquisition, purchase price cash consideration | 135,200 | |||||||
Business acquisition, fair value of assumed options | 3,900 | |||||||
Purchase consideration, liabilities assumed | 500 | |||||||
Business acquisition, compensation transferred for future employment service | $ 46,300 | |||||||
Zenly | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Total purchase consideration | $ 196,100 | |||||||
Total consideration including compensation paid in cash | 213,300 | |||||||
Business acquisition, purchase price cash consideration | 186,800 | |||||||
Purchase consideration, liabilities assumed | 9,300 | |||||||
Business acquisition, compensation transferred for future employment service | $ 17,200 |
Business Acquisitions and Div_4
Business Acquisitions and Divestitures - Summary of Preliminary Allocation of Acquisition Date Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 761,153 | $ 632,370 | $ 639,882 |
AI Factory, Inc. | |||
Business Acquisition [Line Items] | |||
Goodwill | 110,734 | ||
Other assets acquired and liabilities assumed, net | 1,353 | ||
Total | 128,087 | ||
AI Factory, Inc. | Acquired Developed Technology | |||
Business Acquisition [Line Items] | |||
Finite lived intangible assets | $ 16,000 |
Business Acquisitions and Div_5
Business Acquisitions and Divestitures - Summary of Assets and Liabilities on Completion of Divestiture (Details) - Placed, LLC $ in Thousands | Dec. 31, 2019USD ($) |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Goodwill | $ 2,682 |
Other assets and liabilities, net | 3,827 |
Total | 27,000 |
Trademarks, Net | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Intangible assets | 1,052 |
Technology, Net | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Intangible assets | 14,193 |
Customer Relationships, Net | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Intangible assets | $ 5,246 |
Business Acquisitions and Div_6
Business Acquisitions and Divestitures - Summary of Total Purchase Consideration Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2017 | May 31, 2017 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 761,153 | $ 632,370 | $ 639,882 | ||
Placed, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 6,919 | ||||
Goodwill | 103,995 | ||||
Net deferred tax liability | (13,520) | ||||
Other assets acquired and liabilities assumed, net | 5,296 | ||||
Total | 139,590 | ||||
Placed, Inc. | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets | 2,700 | ||||
Placed, Inc. | Acquired Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets | 22,400 | ||||
Placed, Inc. | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets | $ 11,800 | ||||
Zenly | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 22,610 | ||||
Goodwill | 154,353 | ||||
Net deferred tax liability | (2,418) | ||||
Other assets acquired and liabilities assumed, net | (1,428) | ||||
Total | 196,117 | ||||
Zenly | Acquired Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets | $ 23,000 | ||||
Other Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Cash | 1,701 | ||||
Goodwill | 48,408 | ||||
Net deferred tax liability | (1,976) | ||||
Other assets acquired and liabilities assumed, net | 2,382 | ||||
Total | 101,940 | ||||
Other Acquisitions | Acquired Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets | 49,325 | ||||
Other Acquisitions | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets | $ 2,100 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill, beginning balance | $ 632,370 | $ 639,882 |
Goodwill acquired | 134,255 | 741 |
Goodwill divested | (2,682) | |
Foreign currency translation | (2,790) | (8,253) |
Goodwill, ending balance | $ 761,153 | $ 632,370 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 205,782 | $ 226,259 |
Accumulated Amortization | 113,661 | 100,205 |
Net | $ 92,121 | $ 126,054 |
Domain Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life - Years | 2 years 7 months 6 days | 1 year 7 months 6 days |
Gross Carrying Amount | $ 5,414 | $ 5,414 |
Accumulated Amortization | 5,200 | 4,283 |
Net | $ 214 | $ 1,131 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life - Years | 0 years | 1 year 4 months 24 days |
Gross Carrying Amount | $ 3,072 | $ 5,772 |
Accumulated Amortization | $ 3,072 | 4,076 |
Net | $ 1,696 | |
Acquired Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life - Years | 3 years 7 months 6 days | 3 years 9 months 18 days |
Gross Carrying Amount | $ 175,414 | $ 179,791 |
Accumulated Amortization | 95,921 | 78,729 |
Net | $ 79,493 | $ 101,062 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life - Years | 0 years | 2 years 1 month 6 days |
Gross Carrying Amount | $ 2,172 | $ 15,572 |
Accumulated Amortization | $ 2,172 | 8,012 |
Net | $ 7,560 | |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life - Years | 5 years 10 months 24 days | 6 years 10 months 24 days |
Gross Carrying Amount | $ 19,710 | $ 19,710 |
Accumulated Amortization | 7,296 | 5,105 |
Net | $ 12,414 | $ 14,605 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 33.4 | $ 42.6 | $ 31.5 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
2020 | $ 29,171 | |
2021 | 23,545 | |
2022 | 16,879 | |
2023 | 14,396 | |
2024 | 6,236 | |
Thereafter | 1,894 | |
Net | $ 92,121 | $ 126,054 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||||
Aug. 31, 2019USD ($)d$ / sharesshares | Aug. 31, 2018USD ($) | Jul. 31, 2016USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Aug. 06, 2019$ / shares | Feb. 28, 2018USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of convertible notes, net of issuance costs | $ 1,251,411,000 | $ 0 | $ 0 | ||||||
Five-Year Senior Unsecured Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility expiration period | 5 years | ||||||||
Maximum borrowing capacity | $ 1,050,000,000 | $ 1,100,000,000 | $ 1,250,000,000 | $ 1,200,000,000 | |||||
Annual commitment fee | 0.10% | ||||||||
Origination fees | $ 0 | ||||||||
Credit facility expiration date | 2023-08 | ||||||||
Amounts outstanding under the credit facility | 0 | ||||||||
Standby Letters of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding letters of credit | 25,500,000 | ||||||||
LIBO | Five-Year Senior Unsecured Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable interest rate (percentage) | 0.75% | ||||||||
Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, principal amount | $ 1,265,000,000 | $ 1,265,000,000 | |||||||
Indenture date | Aug. 9, 2019 | ||||||||
Proceeds from issuance of convertible notes, net of issuance costs | $ 1,150,000,000 | ||||||||
Interest payment beginning date | Feb. 1, 2020 | ||||||||
Debt instrument, interest rate | 0.75% | ||||||||
Debt instrument, interest rate terms | Interest is payable in cash semi-annually in arrears beginning on February 1, 2020 at a rate of 0.75% per year. | ||||||||
Debt instrument, maturity date | Aug. 1, 2026 | ||||||||
Debt instrument, redemption price percentage | 100.00% | ||||||||
Carrying amount of equity component | $ 381,500,000 | $ 377,432,000 | |||||||
Effective interest rate | 6.22% | ||||||||
Debt issuance costs allocated to equity component | $ 4,100,000 | ||||||||
Debt issuance costs allocated to liability component | $ 9,500,000 | ||||||||
Debt instrument convertible, amortization period | 6 years 7 months 6 days | ||||||||
Cap price, net cost | $ 102,100,000 | ||||||||
Convertible Senior Notes | Class A Non-voting Common Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Shares issued upon conversion of each $1000 principal amount | shares | 43.8481 | ||||||||
Debt instrument, convertible principal amount used in conversion rate | $ 1,000 | ||||||||
Conversion price per share | $ / shares | $ 22.81 | ||||||||
Debt instrument convertible, percentage of conversion price | 130.00% | ||||||||
Debt instrument convertible, number of trading days | d | 20 | ||||||||
Debt instrument, redemption price percentage | 100.00% | ||||||||
Cap price, per share | $ / shares | $ 32.58 | ||||||||
Cap price per share, premium percentage above last reported sale price | 100.00% | ||||||||
Last reported sale price, per share | $ / shares | $ 16.29 | ||||||||
Convertible Senior Notes | Class A Non-voting Common Stock | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion price per share | $ / shares | $ 32.58 | ||||||||
Convertible Senior Notes | Class A Non-voting Common Stock | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion price per share | $ / shares | $ 22.81 | ||||||||
Convertible Senior Notes | Class A Non-voting Common Stock | Scenario One | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument convertible, percentage of conversion price | 130.00% | ||||||||
Debt instrument convertible, number of trading days | d | 20 | ||||||||
Debt instrument convertible, number of consecutive trading days | d | 30 | ||||||||
Convertible Senior Notes | Class A Non-voting Common Stock | Scenario Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, convertible principal amount used in conversion rate | $ 1,000 | ||||||||
Debt instrument convertible, number of consecutive trading days | d | 10 | ||||||||
Debt instrument, convertible, threshold business days | 5 days | ||||||||
Convertible Senior Notes | Class A Non-voting Common Stock | Scenario Two | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument convertible, percentage of conversion price | 98.00% | ||||||||
Convertible Senior Notes | Initial Placement | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, principal amount | $ 1,100,000,000 | ||||||||
Convertible Senior Notes | Over-Allotment Option | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, principal amount | $ 165,000,000,000 |
Long-Term Debt - Summary of Con
Long-Term Debt - Summary of Convertible Notes (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Dec. 31, 2019 | Aug. 31, 2019 |
Debt Instrument [Line Items] | ||
Principal | $ 1,265,000 | $ 1,265,000 |
Unamortized debt discount and issuance costs | (373,224) | |
Net carrying amount | 891,776 | |
Carrying amount of the equity component | $ 377,432 | $ 381,500 |
Long-Term Debt - Schedule of In
Long-Term Debt - Schedule of Interest Expense Recognized Related to Convertible Notes (Details) - Convertible Senior Notes $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |
Contractual interest expense | $ 3,723 |
Amortization of debt issuance costs | 433 |
Amortization of debt discount | 17,364 |
Total | $ 21,520 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2019 | Jan. 17, 2020 | Oct. 31, 2018 | |
Indemnification Agreement | |||||
Loss Contingencies [Line Items] | |||||
Liabilities recorded | $ 0 | $ 0 | |||
Securities Class Actions | |||||
Loss Contingencies [Line Items] | |||||
Legal expense, net of amounts directly covered by insurance | $ 100,000,000 | ||||
Securities Class Actions | Pending Litigation | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, expected settlement amount | $ 187,500,000 | ||||
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. 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”). Under the agreement, as amended, we are committed to spend an aggregate of $1.1 billion between January 2017 and December 2022 on AWS services ($90.0 million in 2018, $150.0 million in 2019, $215.0 million in 2020, $280.0 million in 2021, and $349.0 million in 2022). 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 term, although it will not count towards meeting the future minimum purchase commitments. | ||||
Minimum purchase commitment to spend between January 2017 and December 2022 | $ 1,100,000,000 | ||||
Minimum purchase commitment, due in 2018 | 90,000,000 | ||||
Minimum purchase commitment, due in 2019 | 150,000,000 | ||||
Minimum purchase commitment, due in 2020 | 215,000,000 | ||||
Minimum purchase commitment, due in 2021 | 280,000,000 | ||||
Minimum purchase commitment, due in 2022 | $ 349,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Contractual Commitments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 | $ 640,957 |
2021 | 684,374 |
2022 | 384,596 |
2023 | 883 |
2024 | 883 |
Thereafter | 214 |
Total minimum commitments | $ 1,711,907 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 60,921 |
Sublease income | (4,716) |
Total net lease costs | $ 56,205 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate Related to Operating Leases (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term | 8 years 1 month 6 days |
Weighted-average discount rate | 5.70% |
Leases - Present Value of Opera
Leases - Present Value of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 60,774 |
2021 | 64,822 |
2022 | 56,655 |
2023 | 52,754 |
2024 | 52,458 |
Thereafter | 144,184 |
Total lease payments | 431,647 |
Less: Imputed interest | (86,194) |
Present value of lease liabilities | $ 345,453 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee Lease Description [Line Items] | ||
Lease obligations for additional leases not yet commenced | $ 13.8 | |
Operating leases not yet commenced, start year | 2020 | |
Operating leases not yet commenced, end year | 2024 | |
Lease exit liability | $ 32.1 | |
Net assets capitalized under leases | $ 48.4 | |
Operating lease liabilities | $ 66.3 | |
Lease liabilities arising from obtaining operating lease right-of-use assets | $ 35.2 | |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Operating leases, terms | 1 year | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Operating leases, terms | 5 years |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value assets transferred from level 1 to level 2 | $ 0 |
Fair value assets transferred from level 2 to level 1 | 0 |
Fair value liabilities transferred from level 1 to level 2 | 0 |
Fair value liabilities transferred from level 2 to level 1 | 0 |
Other-than-temporary impaired investments | 0 |
Level 2 Securities | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Convertible notes | $ 1,300,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on 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] | ||
Cash, Cost or Amortized Cost | $ 520,317 | $ 387,149 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and Marketable securities, Cost or Amortized Cost | 2,112,225 | 1,279,275 |
Cash and Marketable securities, Gross Unrealized Gains | 665 | 17 |
Cash and Marketable securities, Gross Unrealized Losses | (85) | (229) |
Cash and Marketable Securities, Total Estimated Fair Value | 2,112,805 | 1,279,063 |
Fair Value, Measurements, Recurring | Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash, Cost or Amortized Cost | 416,099 | 279,950 |
Cash, Total Estimated Fair Value | 416,099 | 279,950 |
Fair Value, Measurements, Recurring | Level 1 Securities | U.S. Government Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 1,305,145 | 735,988 |
Marketable securities, Gross Unrealized Gains | 604 | 12 |
Marketable securities, Gross Unrealized Losses | (49) | (175) |
Marketable securities, Total Estimated Fair Value | 1,305,700 | 735,825 |
Fair Value, Measurements, Recurring | Level 1 Securities | U.S. Government Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 269,278 | 181,032 |
Marketable securities, Gross Unrealized Gains | 48 | 4 |
Marketable securities, Gross Unrealized Losses | (32) | (36) |
Marketable securities, Total Estimated Fair Value | 269,294 | 181,000 |
Fair Value, Measurements, Recurring | Level 2 Securities | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 28,420 | 35,819 |
Marketable securities, Gross Unrealized Gains | 13 | 1 |
Marketable securities, Gross Unrealized Losses | (4) | (18) |
Marketable securities, Total Estimated Fair Value | 28,429 | 35,802 |
Fair Value, Measurements, Recurring | Level 2 Securities | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 84,498 | 33,193 |
Marketable securities, Total Estimated Fair Value | 84,498 | 33,193 |
Fair Value, Measurements, Recurring | Level 2 Securities | Certificates of Deposit | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 8,785 | 13,293 |
Marketable securities, Total Estimated Fair Value | $ 8,785 | $ 13,293 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of Pre-Tax Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (770,448) | $ (969,922) | $ (3,027,580) |
Foreign | (262,819) | (283,442) | (435,828) |
Loss before income taxes | $ (1,033,267) | $ (1,253,364) | $ (3,463,408) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
State | $ 113 | $ 106 | $ (1,784) |
Foreign | 771 | 2,824 | 932 |
Total current income tax (benefit) expense | 884 | 2,930 | (852) |
Deferred: | |||
Federal | (277) | (15) | (12,287) |
State | (85) | (40) | 303 |
Foreign | (129) | (328) | (5,506) |
Total deferred income tax (benefit) expense | (491) | (383) | (17,490) |
Income tax (benefit) expense | $ 393 | $ 2,547 | $ (18,342) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Statutory Federal Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Tax benefit (expense) computed at the federal statutory rate | 21.00% | 21.00% | 34.00% |
State tax benefit (expense), net of federal benefit | 7.60% | 5.10% | 3.00% |
Change in valuation allowance | (38.50%) | (28.40%) | (25.40%) |
U.S. corporate tax rate reduction | 0.20% | (11.40%) | |
Differences between U.S. and foreign tax rates on foreign income | (1.00%) | (0.90%) | (2.40%) |
Stock-based compensation benefit (expense) | 0.80% | (1.20%) | 1.10% |
U.S. federal research & development credit benefit | 6.30% | 5.20% | 1.40% |
Acquisitions and divestitures | 3.40% | 0.20% | |
Other benefits (expenses) | 0.40% | (1.40%) | 0.20% |
Total income tax benefit (expense) | 0.00% | (0.20%) | 0.50% |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Net Deferred Tax Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Accrued expenses | $ 31,746 | $ 21,056 |
Intangible assets | 172,228 | 140,494 |
Stock-based compensation | 134,489 | 254,255 |
Loss carryforwards | 1,201,569 | 849,224 |
Tax credit carryforwards | 337,497 | 235,300 |
Property and equipment | 203 | |
Lease liability | 84,154 | |
Other | 2,485 | 1,298 |
Total deferred tax assets | 1,964,168 | 1,501,830 |
Deferred tax liabilities: | ||
Property and equipment | (1,420) | |
Convertible debt | (87,904) | |
Right-of-use asset | (63,595) | |
Total deferred tax liabilities | (152,919) | |
Total net deferred tax assets before valuation allowance | 1,811,249 | 1,501,830 |
Valuation allowance | (1,811,666) | (1,502,346) |
Net deferred taxes | $ (417) | $ (516) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2019 | Jan. 01, 2019 | |
Income Taxes [Line Items] | |||||
Income tax expense | $ 393,000 | $ 2,547,000 | $ (18,342,000) | ||
Corporate income tax rate | 21.00% | 21.00% | 34.00% | ||
Property and equipment | $ 203,000 | ||||
Change in net deferred tax assets before valuation allowance | $ 1,811,249,000 | 1,501,830,000 | |||
Net deferred tax liability | $ 417,000 | 516,000 | |||
Pre-Tax Act U.S. federal net operating loss carry-forwards beginning of expiration year | 2031 | ||||
Pre-Tax Act U.S. state net operating loss carry-forwards beginning of expiration year | 2026 | ||||
U.S. Federal research tax credits beginning of expiration year | 2032 | ||||
Deferred tax assets, valuation allowance | $ 1,811,666,000 | 1,502,346,000 | |||
Gross unrecognized tax benefits, including related interest and penalties | 286,805,000 | 252,068,000 | |||
Net unrecognized tax benefits | 286,605,000 | 251,808,000 | $ 203,177,000 | ||
Amount of tax benefit when gross unrecognized tax benefits realized | $ 2,700,000 | ||||
Petition review decision period | 90 days | ||||
Other Liabilities | |||||
Income Taxes [Line Items] | |||||
Net unrecognized tax benefits | $ 1,500,000 | $ 2,700,000 | |||
Convertible Notes | |||||
Income Taxes [Line Items] | |||||
Net deferred tax liability | $ 92,100,000 | ||||
ASU 2016-12 | |||||
Income Taxes [Line Items] | |||||
Deferred tax assets for operating lease liabilities | $ 90,900,000 | ||||
Deferred tax liability operating lease right of use assets | 69,000,000 | ||||
Deferred tax assets accrued expenses | 14,400,000 | ||||
Property and equipment | 7,500,000 | ||||
Change in net deferred tax assets before valuation allowance | $ 0 | ||||
Federal | |||||
Income Taxes [Line Items] | |||||
Corporate income tax rate | 21.00% | ||||
Net operating loss carry-forwards | $ 4,000,000,000 | ||||
Pre-Tax Act operating loss carry-forwards | $ 1,500,000,000 | ||||
Post-Tax Act operating loss carry-forwards | $ 2,500,000,000 | ||||
Pre-Tax Act operating loss carry-forwards period | 20 years | ||||
Percentage of taxable income limitation | 80.00% | ||||
Federal | Research | |||||
Income Taxes [Line Items] | |||||
Accumulated research tax credits | $ 225,200,000 | ||||
State | |||||
Income Taxes [Line Items] | |||||
Net operating loss carry-forwards | 2,300,000,000 | ||||
State | Research | |||||
Income Taxes [Line Items] | |||||
Accumulated research tax credits | 135,800,000 | ||||
U.K. | |||||
Income Taxes [Line Items] | |||||
Net operating loss carry-forwards | $ 1,300,000,000 |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Uncertainties [Abstract] | ||
Beginning balance of unrecognized tax benefits | $ 251,808 | $ 203,177 |
Additions for current year tax positions | 40,221 | 43,197 |
Additions for prior year tax positions | 1,977 | 7,615 |
Reductions for prior year tax positions | (7,425) | (1,965) |
Changes due to foreign currency translation adjustments | 24 | (216) |
Ending balance of unrecognized tax benefits (excluding interest and penalties) | 286,605 | 251,808 |
Interest and penalties associated with unrecognized tax benefits | 200 | 260 |
Ending balance of unrecognized tax benefits (including interest and penalties) | $ 286,805 | $ 252,068 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedules of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance, beginning of period | $ 2,310,999 | $ 2,992,327 | |
OCI before reclassifications | (2,498) | ||
Amounts reclassified from AOCI | (76) | ||
Total other comprehensive income (loss), net of tax | (2,574) | (11,010) | $ 16,214 |
Balance, end of period | 2,259,913 | 2,310,999 | 2,992,327 |
Marketable Securities | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance, beginning of period | (368) | ||
OCI before reclassifications | 873 | ||
Amounts reclassified from AOCI | (76) | ||
Total other comprehensive income (loss), net of tax | 797 | ||
Balance, end of period | 429 | (368) | |
Foreign Currency Translation | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance, beginning of period | 3,515 | ||
OCI before reclassifications | (3,371) | ||
Total other comprehensive income (loss), net of tax | (3,371) | ||
Balance, end of period | 144 | 3,515 | |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance, beginning of period | 3,147 | 14,157 | (2,057) |
Total other comprehensive income (loss), net of tax | (2,574) | (11,010) | 16,214 |
Balance, end of period | $ 573 | $ 3,147 | $ 14,157 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 286,227 | $ 279,556 |
Less: accumulated depreciation and amortization | (112,560) | (66,996) |
Property and equipment, net | 173,667 | 212,560 |
Computer Hardware and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 27,528 | 27,920 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 54,050 | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 165,150 | 107,265 |
Furniture and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 85,366 | 75,570 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 8,183 | $ 14,751 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 87,245 | $ 91,648 | $ 61,288 |
Property and Equipment | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 53,800 | $ 49,000 | $ 29,800 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, net: | ||
Total property and equipment, net | $ 173,667 | $ 212,560 |
United States | ||
Property and equipment, net: | ||
Total property and equipment, net | 153,771 | 190,412 |
Rest of World | ||
Property and equipment, net: | ||
Total property and equipment, net | $ 19,896 | $ 22,148 |
Property and Equipment, Net -_2
Property and Equipment, Net - Property and Equipment, Net by Geographic Area (Parenthetical) (Details) - Country | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Geographic Concentrations | Property and Equipment Net | Rest of World | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Number of individual country exceeded 10% of total property and equipment | 0 | 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
Accrued infrastructure costs | $ 116,184 | $ 94,819 |
Securities class actions legal charges | 100,000 | 0 |
Accrued compensation and related expenses | 43,985 | 41,610 |
Partner revenue share liability | 30,606 | 37,642 |
Deferred revenue | 20,082 | 10,957 |
Other | 99,753 | 76,787 |
Total accrued expenses and other current liabilities | $ 410,610 | $ 261,815 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Noncurrent [Abstract] | ||
Sublease liability | $ 0 | $ 32,057 |
Deferred rent | 0 | 28,370 |
Lease incentive liability | 0 | 25,880 |
Other | 57,382 | 24,109 |
Total other liabilities | $ 57,382 | $ 110,416 |
Non-Marketable Investments - Ad
Non-Marketable Investments - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |||
Carrying value of investment in privately-held companies | $ 55,000,000 | $ 43,600,000 | |
Impairment on investment | $ 7,200,000 | $ 0 | |
Gain on non-marketable investments | $ 20,800,000 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | Jan. 01, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Benefit plan, maximum annual contributions per employee, percent | 100.00% | |||
Expense recognized related to matching contributions | $ 15.4 | $ 16.1 | $ 12.4 | |
100% Participants Contribution | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Benefit plan, employer matching contribution percentage | 100.00% | |||
50% Participants Contribution | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Benefit plan, employer matching contribution percentage | 50.00% | |||
Maximum | 100% Participants Contribution | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Benefit plan, employer matching contribution, percent of employees' base salary | 3.00% | |||
Maximum | 50% Participants Contribution | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Benefit plan, employer matching contribution, percent of employees' base salary | 5.00% | |||
Minimum | 50% Participants Contribution | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Benefit plan, employer matching contribution, percent of employees' base salary | 3.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Securities Class Actions - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2019 | Jan. 17, 2020 | |
Subsequent Event [Line Items] | ||
Legal expense, net of amounts directly covered by insurance | $ 100 | |
Pending Litigation | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Loss contingency, expected settlement amount | $ 187.5 |