Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 17, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SNAP | |
Entity Central Index Key | 0001564408 | |
Entity Registrant Name | SNAP INC | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $0.00001 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-38017 | |
Entity Tax Identification Number | 45-5452795 | |
Entity Address, Address Line One | 2772 Donald Douglas Loop North | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Postal Zip Code | 90405 | |
City Area Code | (310) | |
Local Phone Number | 399-3339 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 1,211,080,666 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 23,691,765 | |
Class C Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 234,447,974 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||||
Net loss | $ (325,951) | $ (255,174) | $ (631,887) | $ (565,581) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 20,925 | 22,660 | 42,129 | 45,979 |
Stock-based compensation | 186,171 | 195,574 | 358,220 | 358,130 |
Deferred income taxes | (2,118) | 291 | (2,512) | 25 |
Gain on divestiture | (39,883) | (39,883) | ||
Amortization of debt discount and issuance costs | 20,412 | 31,975 | ||
Other | (2,307) | (1,399) | 8,117 | (3,316) |
Change in operating assets and liabilities, net of effect of acquisitions: | ||||
Accounts receivable, net of allowance | 15,654 | (39,751) | 108,546 | 32,119 |
Prepaid expenses and other current assets | 4,123 | (4,761) | (8,744) | (4,490) |
Operating lease right-of-use assets | 9,537 | 11,809 | 18,253 | 21,621 |
Other assets | 108 | 2,769 | (1,047) | 2,401 |
Accounts payable | 2,279 | 21,009 | 8,013 | 24,099 |
Accrued expenses and other current liabilities | 14,863 | 7,735 | 32,773 | (6,588) |
Operating lease liabilities | (10,985) | (16,781) | (24,979) | (27,251) |
Other liabilities | 735 | 113 | 872 | 768 |
Net cash used in operating activities | (66,554) | (95,789) | (60,271) | (161,967) |
Cash flows from investing activities | ||||
Purchases of property and equipment | (15,767) | (7,633) | (26,658) | (19,447) |
Proceeds from divestiture, net | 73,796 | 73,796 | ||
Non-marketable investments | (56,341) | (450) | (91,841) | (2,700) |
Cash paid for acquisitions, net of cash acquired | (20,204) | (20,204) | ||
Purchases of marketable securities | (875,873) | (283,520) | (1,428,548) | (809,040) |
Sales of marketable securities | 77,489 | 217,958 | 77,489 | |
Maturities of marketable securities | 476,561 | 324,033 | 1,229,246 | 782,660 |
Other | (500) | 1,000 | (500) | 1,029 |
Net cash provided by (used in) investing activities | (492,124) | 184,715 | (120,547) | 103,787 |
Cash flows from financing activities | ||||
Proceeds from issuance of convertible notes, net of issuance costs | 988,582 | 988,582 | ||
Purchase of capped calls | (100,000) | (100,000) | ||
Proceeds from the exercise of stock options | 20,477 | 1,342 | 23,607 | 6,938 |
Net cash provided by financing activities | 909,059 | 1,342 | 912,189 | 6,938 |
Change in cash, cash equivalents, and restricted cash | 350,381 | 90,268 | 731,371 | (51,242) |
Cash, cash equivalents, and restricted cash, beginning of period | 902,250 | 247,464 | 521,260 | 388,974 |
Cash, cash equivalents, and restricted cash, end of period | 1,252,631 | 337,732 | 1,252,631 | 337,732 |
Supplemental disclosures | ||||
Cash paid for income taxes, net | 562 | (399) | 1,370 | (79) |
Cash paid for interest | $ 366 | $ 438 | $ 5,265 | $ 796 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 454,158 | $ 388,021 | $ 916,636 | $ 708,447 |
Costs and expenses: | ||||
Cost of revenue | 250,454 | 215,492 | 503,864 | 419,259 |
Research and development | 260,863 | 236,199 | 499,476 | 452,384 |
Sales and marketing | 132,118 | 111,504 | 254,323 | 209,386 |
General and administrative | 121,331 | 129,644 | 255,945 | 248,297 |
Total costs and expenses | 764,766 | 692,839 | 1,513,608 | 1,329,326 |
Operating loss | (310,608) | (304,818) | (596,972) | (620,879) |
Interest income | 4,768 | 7,446 | 13,357 | 15,262 |
Interest expense | (24,727) | (809) | (39,840) | (1,565) |
Other income (expense), net | 3,575 | 44,085 | (8,814) | 42,958 |
Loss before income taxes | (326,992) | (254,096) | (632,269) | (564,224) |
Income tax benefit (expense) | 1,041 | (1,078) | 382 | (1,357) |
Net loss | $ (325,951) | $ (255,174) | $ (631,887) | $ (565,581) |
Net loss per share attributable to Class A, Class B, and Class C common stockholders (Note 3): | ||||
Basic | $ (0.23) | $ (0.19) | $ (0.44) | $ (0.42) |
Diluted | $ (0.23) | $ (0.19) | $ (0.44) | $ (0.42) |
Weighted average shares used in computation of net loss per share: | ||||
Basic | 1,447,022 | 1,362,544 | 1,436,085 | 1,350,763 |
Diluted | 1,447,022 | 1,362,544 | 1,436,085 | 1,350,763 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (325,951) | $ (255,174) | $ (631,887) | $ (565,581) |
Other comprehensive income (loss), net of tax | ||||
Unrealized gain (loss) on marketable securities, net of tax | (2,527) | 312 | 1,167 | 621 |
Foreign currency translation | 4,814 | 1,858 | (2,349) | (1,666) |
Total other comprehensive income (loss), net of tax | 2,287 | 2,170 | (1,182) | (1,045) |
Total comprehensive income (loss) | $ (323,664) | $ (253,004) | $ (633,069) | $ (566,626) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 1,251,721 | $ 520,317 |
Marketable securities | 1,577,848 | 1,592,488 |
Accounts receivable, net of allowance | 379,046 | 492,194 |
Prepaid expenses and other current assets | 49,734 | 38,987 |
Total current assets | 3,258,349 | 2,643,986 |
Property and equipment, net | 175,125 | 173,667 |
Operating lease right-of-use assets | 259,564 | 275,447 |
Intangible assets, net | 87,285 | 92,121 |
Goodwill | 775,185 | 761,153 |
Other assets | 148,521 | 65,550 |
Total assets | 4,704,029 | 4,011,924 |
Current liabilities | ||
Accounts payable | 58,618 | 46,886 |
Operating lease liabilities | 42,755 | 42,179 |
Accrued expenses and other current liabilities | 442,239 | 410,610 |
Total current liabilities | 543,612 | 499,675 |
Convertible senior notes, net | 1,625,743 | 891,776 |
Operating lease liabilities, noncurrent | 278,073 | 303,178 |
Other liabilities | 61,936 | 57,382 |
Total liabilities | 2,509,364 | 1,752,011 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity | ||
Additional paid-in capital | 9,773,857 | 9,205,256 |
Accumulated other comprehensive income (loss) | (609) | 573 |
Accumulated deficit | (7,578,597) | (6,945,930) |
Total stockholders’ equity | 2,194,665 | 2,259,913 |
Total liabilities and stockholders’ equity | 4,704,029 | 4,011,924 |
Class A Non-voting Common Stock | ||
Stockholders’ equity | ||
Common stock, value | 12 | 12 |
Class C Voting Common Stock | ||
Stockholders’ equity | ||
Common stock, value | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
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 | 1,204,957,000 | 1,160,127,000 |
Common stock outstanding | 1,204,957,000 | 1,160,127,000 |
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 | 24,215,000 | 24,522,000 |
Common stock outstanding | 24,215,000 | 24,522,000 |
Class C Voting Common Stock | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock authorized | 260,888,000 | 260,888,000 |
Common stock issued | 234,448,000 | 231,147,000 |
Common stock outstanding | 234,448,000 | 231,147,000 |
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) | Class A Non-voting Common Stock | Class A Non-voting Common StockCommon Stock | Class B Common Stock | Class B Common StockCommon Stock | Class C Common Stock | Class C Common StockCommon Stock |
Balance, beginning of period, shares at Dec. 31, 2018 | 999,304 | 93,846 | 224,611 | |||||||
Balance, beginning of period at Dec. 31, 2018 | $ 8,220,417 | $ (5,912,578) | $ 3,147 | $ 10 | $ 1 | $ 2 | ||||
Shares issued in connection with exercise of stock options under stock-based compensation plans, shares | 1,724 | 789 | ||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans | 6,974 | |||||||||
Issuance of voting/non-voting common stock for vesting of restricted stock units and restricted stock awards, shares | 48,281 | 291 | ||||||||
Issuance of Class A non-voting common stock in connection with acquisitions and divestitures | 6,913 | |||||||||
Conversion of stock to voting/non-voting common stock, shares | 47,344 | (47,344) | ||||||||
Conversion of stock to voting/non-voting common stock | $ 1 | $ (1) | ||||||||
Issuance of Class C voting common stock for settlement of restricted stock awards net, Shares | 3,303 | |||||||||
Stock-based compensation expense | 358,130 | |||||||||
Net loss | $ (565,581) | (565,581) | $ (440,465) | $ (22,440) | $ (102,676) | |||||
Other comprehensive income (loss), net of tax | $ (1,045) | (1,045) | ||||||||
Balance, end of period, shares at Jun. 30, 2019 | 1,372,149 | 1,096,653 | 47,582 | 227,914 | ||||||
Balance, end of period at Jun. 30, 2019 | $ 2,116,698 | 8,592,434 | (6,477,851) | 2,102 | $ 11 | $ 2 | ||||
Balance, beginning of period, shares at Mar. 31, 2019 | 1,057,135 | 51,510 | 226,287 | |||||||
Balance, beginning of period at Mar. 31, 2019 | 8,388,608 | (6,222,677) | (68) | $ 11 | $ 1 | $ 2 | ||||
Shares issued in connection with exercise of stock options under stock-based compensation plans, shares | 464 | 139 | ||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans | 1,339 | |||||||||
Issuance of voting/non-voting common stock for vesting of restricted stock units and restricted stock awards, shares | 34,899 | 88 | ||||||||
Issuance of Class A non-voting common stock in connection with acquisitions and divestitures | 6,913 | |||||||||
Conversion of stock to voting/non-voting common stock, shares | 4,155 | (4,155) | ||||||||
Conversion of stock to voting/non-voting common stock | $ (1) | |||||||||
Issuance of Class C voting common stock for settlement of restricted stock awards net, Shares | 1,627 | |||||||||
Stock-based compensation expense | 195,574 | |||||||||
Net loss | (255,174) | (255,174) | (200,295) | (9,089) | (45,790) | |||||
Other comprehensive income (loss), net of tax | $ 2,170 | 2,170 | ||||||||
Balance, end of period, shares at Jun. 30, 2019 | 1,372,149 | 1,096,653 | 47,582 | 227,914 | ||||||
Balance, end of period at Jun. 30, 2019 | $ 2,116,698 | 8,592,434 | (6,477,851) | 2,102 | $ 11 | $ 2 | ||||
Cumulative-effect adjustment from accounting changes | 308 | |||||||||
Balance, beginning of period, shares at Dec. 31, 2019 | 1,160,127 | 24,522 | 231,147 | |||||||
Balance, beginning of period at Dec. 31, 2019 | 2,259,913 | 9,205,256 | (6,945,930) | 573 | $ 12 | $ 2 | ||||
Shares issued in connection with exercise of stock options under stock-based compensation plans, shares | 2,744 | 393 | ||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans | 23,608 | |||||||||
Issuance of voting/non-voting common stock for vesting of restricted stock units and restricted stock awards, shares | 41,386 | |||||||||
Conversion of stock to voting/non-voting common stock, shares | 700 | (700) | ||||||||
Issuance of Class C voting common stock for settlement of restricted stock awards net, Shares | 3,301 | |||||||||
Stock-based compensation expense | 358,404 | |||||||||
Equity component of convertible senior notes, net | 286,589 | |||||||||
Purchase of Capped Calls | (100,000) | |||||||||
Net loss | (631,887) | (631,887) | (515,923) | (10,692) | (105,271) | |||||
Other comprehensive income (loss), net of tax | $ (1,182) | (1,182) | ||||||||
Balance, end of period, shares at Jun. 30, 2020 | 1,463,620 | 1,204,957 | 24,215 | 234,448 | ||||||
Balance, end of period at Jun. 30, 2020 | $ 2,194,665 | 9,773,857 | (7,578,597) | (609) | $ 12 | $ 2 | ||||
Balance, beginning of period, shares at Mar. 31, 2020 | 1,182,527 | 24,279 | 232,783 | |||||||
Balance, beginning of period at Mar. 31, 2020 | 9,380,435 | (7,252,646) | (2,896) | $ 12 | $ 2 | |||||
Shares issued in connection with exercise of stock options under stock-based compensation plans, shares | 2,348 | 391 | ||||||||
Shares issued in connection with exercise of stock options under stock-based compensation plans | 20,478 | |||||||||
Issuance of voting/non-voting common stock for vesting of restricted stock units and restricted stock awards, shares | 19,627 | |||||||||
Conversion of stock to voting/non-voting common stock, shares | 455 | (455) | ||||||||
Issuance of Class C voting common stock for settlement of restricted stock awards net, Shares | 1,665 | |||||||||
Stock-based compensation expense | 186,355 | |||||||||
Equity component of convertible senior notes, net | 286,589 | |||||||||
Purchase of Capped Calls | (100,000) | |||||||||
Net loss | (325,951) | (325,951) | $ (266,759) | $ (5,462) | $ (53,730) | |||||
Other comprehensive income (loss), net of tax | $ 2,287 | 2,287 | ||||||||
Balance, end of period, shares at Jun. 30, 2020 | 1,463,620 | 1,204,957 | 24,215 | 234,448 | ||||||
Balance, end of period at Jun. 30, 2020 | $ 2,194,665 | $ 9,773,857 | (7,578,597) | $ (609) | $ 12 | $ 2 | ||||
Cumulative-effect adjustment from accounting changes | $ (780) |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and 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 The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Our consolidated financial statements include the accounts of Snap Inc. and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 4, 2020 (the “Annual Report”). In our opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position, results of operations, and cash flows. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020. Other than described below, there have been no changes to our significant accounting policies described in our Annual Report that have had a material impact on our consolidated financial statements and related notes. 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 senior convertible 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. Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. ASU 2018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license. The guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. We adopted ASU 2018-15 effective January 1, 2020. The impact of adoption of these standards on our consolidated financial statements, including accounting policies, processes, and systems, was not material. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align existing credit loss methodology with the new standard . In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. ASU 2019-11 requires entities that did not adopt the amendments in ASU 2016-13 as of November 2019 to adopt ASU 2019-11. This ASU contains the same effective dates and transition requirements as ASU 2016-13. We adopted ASU 2016-13 and ASU 2019-11 effective January 1, 2020. The impact of adoption of these standards on our consolidated financial statements, including accounting policies, processes, and systems, wa s not material. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2020 | |
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 tax, including value added tax, is 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 (“media partners”) also sell directly to advertisers (“partner-sold” revenue). Snap Ads may be subject to revenue sharing agreements between us and our media 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 media partner. 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 media partner, and not Snap, is the primary obligor responsible for fulfillment, including the acceptability of the services delivered. In partner-sold advertising arrangements, the media 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 media partner sells advertisements, the media partner is responsible for fulfilling the advertisements, and accordingly, we have determined the media partner is the primary obligor. Additionally, we do not have any latitude in establishing the price with the advertiser for partner-sold advertising. The media 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: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (in thousands) Revenue: North America (1) (2) $ 263,604 $ 237,792 $ 544,877 $ 433,750 Europe (3) 81,488 67,449 162,565 124,030 Rest of world (4) 109,066 82,780 209,194 150,667 Total revenue $ 454,158 $ 388,021 $ 916,636 $ 708,447 (1) North America includes Mexico, the Caribbean, and Central America. (2) United States revenue was $255.9 million and $227.2 million for the three months ended June 30, 2020 and 2019, respectively, and $529.1 million and $416.0 million for the six months ended June 30, 2020 and 2019, respectively. (3) Europe includes Russia and Turkey. (4) Greater China revenue was $50.0 million for the three months ended June 30, 2020. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2020 | |
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. We have three classes of authorized common stock for which voting rights differ by class. 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 restricted stock units (“RSUs”) that have not been settled, including the vested Chief Executive Officer (“CEO”) RSU award that was received upon our initial public offering (“IPO”) (“CEO Award”), and restricted stock awards (“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 senior convertible notes due in 2025 and 2026 (collectively, 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 respective 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 three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (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 Class B Common Class C Common Class A Common Class B Common Class C Common Numerator: Net loss $ (266,759 ) $ (5,462 ) $ (53,730 ) $ (200,295 ) $ (9,089 ) $ (45,790 ) $ (515,923 ) $ (10,692 ) $ (105,271 ) $ (440,465 ) $ (22,440 ) $ (102,676 ) Net loss attributable to common stockholders $ (266,759 ) $ (5,462 ) $ (53,730 ) $ (200,295 ) $ (9,089 ) $ (45,790 ) $ (515,923 ) $ (10,692 ) $ (105,271 ) $ (440,465 ) $ (22,440 ) $ (102,676 ) Denominator: Basic shares: Weighted-average common shares - Basic 1,184,246 24,248 238,528 1,069,507 48,535 244,502 1,172,536 24,300 239,249 1,051,952 53,593 245,218 Diluted shares: Weighted-average common shares - Diluted 1,184,246 24,248 238,528 1,069,507 48,535 244,502 1,172,536 24,300 239,249 1,051,952 53,593 245,218 Net loss per share attributable to common stockholders: Basic $ (0.23 ) $ (0.23 ) $ (0.23 ) $ (0.19 ) $ (0.19 ) $ (0.19 ) $ (0.44 ) $ (0.44 ) $ (0.44 ) $ (0.42 ) $ (0.42 ) $ (0.42 ) Diluted $ (0.23 ) $ (0.23 ) $ (0.23 ) $ (0.19 ) $ (0.19 ) $ (0.19 ) $ (0.44 ) $ (0.44 ) $ (0.44 ) $ (0.42 ) $ (0.42 ) $ (0.42 ) The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Three and Six Months Ended June 30, 2020 2019 (in thousands) Stock options 7,008 12,491 Unvested RSUs and RSAs 152,972 158,253 Convertible Notes (if-converted) 101,591 — |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders' Equity | 4. Stockholders’ Equity We maintain three share-based employee compensation plans: the 2017 Equity Incentive Plan (“2017 Plan”), the 2014 Equity Incentive Plan (“2014 Plan”), and the 2012 Equity Incentive Plan (“2012 Plan”, and collectively with the 2017 Plan and the 2014 Plan, the “Stock Plans”). In January 2017, our board of directors adopted the 2017 Plan, and in February 2017 our stockholders approved the 2017 Plan, effective on March 1, 2017, which serves as the successor to the 2014 Plan and 2012 Plan and provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, RSAs, RSUs, performance stock awards, performance cash awards, and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates. Restricted Stock Units and Restricted Stock Awards The following table summarizes the RSU and RSA activity during the six months ended June 30, 2020: Class A Outstanding Weighted- Average Grant Date Fair Value (in thousands, except per share data) Unvested at December 31, 2019 148,797 $ 12.39 Granted 45,118 $ 15.04 Vested (36,051 ) $ 13.46 Forfeited (4,892 ) $ 12.83 Unvested at June 30, 2020 152,972 $ 12.91 RSUs granted to employees before January 1, 2017 (“Pre-2017 Awards”) included both service-based and performance conditions to vest in the underlying common stock. The performance condition related to Pre-2017 Awards was satisfied on the effectiveness of the registration statement for our IPO, which occurred in March 2017. Total unrecognized compensation cost related to Pre-2017 Awards was $6.6 million as of June 30, 2020 and is expected to be recognized over a weighted-average period of 0.4 years. All RSUs and RSAs granted after December 31, 2016 vest on the satisfaction of only a service-based condition (“Post-2017 Awards”). Total unrecognized compensation cost related to Post-2017 Awards was $1.7 billion as of June 30, 2020 and is expected to be recognized over a weighted-average period of 2.9 years. The service condition for Post-2017 Awards 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 Awards with vesting periods in excess of four years. The service condition for Post-2017 Awards granted after February 2018 is generally satisfied in equal monthly or quarterly installments over four years. Additionally, we had 4.0 million and 9.4 million RSUs that were vested but have not yet settled as of June 30, 2020 and December 31, 2019, respectively. These RSUs are primarily related to the CEO award. Stock Options The following table summarizes the stock option award activity under the Stock Plans during the six months ended June 30, 2020: 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, 2019 8,712 1,550 $ 9.00 5.59 $ 75,460 Granted 2 — $ 17.83 — $ — Exercised (2,744 ) (393 ) $ 7.52 — $ — Forfeited (119 ) — $ 13.17 — $ — Outstanding at June 30, 2020 5,851 1,157 $ 9.60 5.22 $ 97,375 (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, 2019 and June 30, 2020, respectively. Total unrecognized compensation cost related to unvested stock options was $11.1 million as of June 30, 2020 Stock-Based Compensation Expense by Function Total stock-based compensation expense by function was as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (in thousands) Cost of revenue $ 2,066 $ 1,786 $ 3,848 $ 3,635 Research and development 127,516 132,610 245,833 244,852 Sales and marketing 27,107 26,474 51,913 44,234 General and administrative 29,482 34,704 56,626 65,409 Total $ 186,171 $ 195,574 $ 358,220 $ 358,130 |
Business Acquisitions and Dives
Business Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Business Acquisitions and Divestitures | 5. Business Acquisitions and Divestitures 2020 Acquisitions In the second quarter of 2020, we completed acquisitions to enhance our existing platform, technology, and workforce. The combined purchase consideration was $24.4 million of which $15.3 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 the business acquisitions and assembled workforces. The associated goodwill and intangible assets are not deductible for tax purposes. 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 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 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”). The total cash consideration received was $77.8 million, which includes amounts paid for severance and equity compensation. The remaining $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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
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 six months ended June 30, 2020 were as follows: Goodwill (in thousands) Balance as of December 31, 2019 $ 761,153 Goodwill acquired 15,311 Foreign currency translation (1,279 ) Balance as of June 30, 2020 $ 775,185 Intangible assets consisted of the following: June 30, 2020 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands, except years) Domain names 2.1 $ 414 $ 241 $ 173 Acquired developed technology 3.1 167,988 92,715 75,273 Patents 5.4 19,860 8,021 11,839 $ 188,262 $ 100,977 $ 87,285 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 Amortization of intangible assets was $7.4 million and $9.0 million for the three months ended June 30, 2020 and 2019, respectively, and $15.4 million and $19.4 million for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, the estimated intangible asset amortization expense for the next five years and thereafter is as follows: Estimated Amortization (in thousands) Remainder of 2020 $ 16,305 2021 27,925 2022 19,222 2023 15,258 2024 6,648 Thereafter 1,927 Total $ 87,285 |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 7. Convertible Notes 2025 Notes In April 2020, we entered into a purchase agreement for the sale of an aggregate of $1.0 billion principal amount of senior convertible notes (the “2025 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 2025 Notes consisted of an $850.0 million initial placement and an over-allotment option that provided the initial purchasers of the 2025 Notes with the option to purchase an additional $150.0 million aggregate principal amount of the 2025 Notes, which was fully exercised. The 2025 Notes were issued pursuant to an Indenture, dated April 28, 2020 (the “Indenture”). The net proceeds from the issuance of the 2025 Notes were $888.6 million, net of debt issuance costs and cash used to purchase the capped call transactions (“2025 Capped Call Transactions”) discussed below. The 2025 Notes are unsecured and unsubordinated obligations. Interest is payable in cash semi-annually in arrears beginning on November 1, 2020 at a rate of 0.25% per year. The 2025 Notes mature on May 1, 2025 unless repurchased, redeemed, or converted in accordance with the terms prior to such date. The 2025 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 46.1233 shares of Class A common stock per $1,000 principal amount of 2025 Notes, which is equivalent to an initial conversion price of approximately $21.68 (the “2025 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 2025 Notes, at our option, on or after May 6, 2023 if the last reported sale price of our Class A common stock has been at least 130% of the 2025 Conversion Price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest. Holders of the 2025 Notes may convert all or a portion of their 2025 Notes at their option prior to February 1, 2025, in multiples of $1,000 principal amounts, only under the following circumstances: • 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 2025 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 2025 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 2025 Notes on such trading day; • on a notice of redemption, in which case we may be required to increase the conversion rate for the 2025 Notes so surrendered for conversion in connection with such redemption notice; or • on the occurrence of specified corporate events. On or after February 1, 202 5 , the 2025 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 2025 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 2025 Notes may require us to repurchase all or a portion of the 2025 Notes at a price equal to 100% of the principal amount of 2025 Notes, plus any accrued and unpaid interest, including any additional interest. In accounting for the issuance of the 2025 Notes, we separated the 2025 Notes into liability and equity components. The carrying amount of the equity component was $289.9 million and was recorded as a debt discount, which is amortized to interest expense at an effective interest rate of 7.39%. We allocated $3.3 million of debt issuance costs to the equity component and the remaining debt issuance costs of $8.1 million were allocated to the liability component, which are amortized to interest expense under the effective interest rate method. The equity component of the 2025 Notes will not be remeasured as long as it continues to meet the conditions for equity classification. 2026 Notes In August 2019, we entered into a purchase agreement for the sale of an aggregate of $1.265 billion principal amount of senior convertible notes (the “2026 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2026 Notes were $1.15 billion, net of debt issuance costs and cash used to purchase the capped call transactions (“2026 Capped Call Transactions”) discussed below. The 2026 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 2026 Notes mature on August 1, 2026 unless repurchased, redeemed, or converted in accordance with the terms prior to such date. The 2026 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 2026 Notes, which is equivalent to an initial conversion price of approximately $22.81 (the “2026 Conversion Price”) per share of our Class A common stock. Refer to the Company’s consolidated financial statements and Note 7 in the Annual Report for additional details. The Convertible Notes consisted of the following: As of June 30, 2020 As of December 31, 2019 2025 Notes 2026 Notes 2026 Notes (in thousands) Liability: Principal $ 1,000,000 $ 1,265,000 $ 1,265,000 Unamortized debt discount and issuance costs (289,341 ) (349,917 ) (373,224 ) Net carrying amount $ 710,659 $ 915,083 $ 891,776 Carrying amount of the equity component $ 286,589 $ 377,432 $ 377,432 As of June 30, 2020, the debt discount and debt issuance costs on the 2025 Notes and 2026 Notes will be amortized over the remaining period of approximately 4.8 years and 6.1 years, respectively. Interest expense related to the amortization of debt discount and issuance costs was $20.4 million and $32.0 million for the three and six months ended June 30, 2020, respectively, while contractual interest expense was $2.8 million and $5.2 million for the three and six months ended June 30, 2020, respectively. We did not enter into the Convertible Notes until the third quarter of 2019 and therefore recorded no related interest prior to such quarter. As of June 30, 2020, the if-converted value of the 2025 Notes and 2026 Notes exceeded the principal amount by $83.4 million and $37.9 million, respectively. As of June 30, 2020, no Convertible Notes were eligible for conversion. Capped Call Transactions In connection with the pricing of the 2025 Notes and 2026 Notes, we entered into 2025 Capped Call Transactions and 2026 Capped Call Transactions (together, the “Capped Call Transactions”), respectively, with certain counterparties at a net cost of $100.0 million and $102.1 million, respectively. The cap price of the 2025 Capped Call Transactions is initially $32.12 per share of our Class A common stock and the cap price of the 2026 Capped Call Transaction was $32.58 per share of our Class A common stock. Both are 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 prices up to the cap prices on any conversion of the Convertible Notes or offset any cash payments we are required to make in excess of the principal amount, 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
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 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, we are committed to spend $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 June 30, 2020, for each of the next five years are as follows: Minimum Commitment (in thousands) Remainder of 2020 $ 328,016 2021 699,684 2022 391,587 2023 85 2024 695 Thereafter 216 Total minimum commitments $ 1,420,283 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. 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. In March 2020, we reached a preliminary agreement to settle the matter and in the first quarter of 2020 we recorded legal expense of $10.0 million related to the expected settlement since we concluded the loss was probable and estimable. The amount was recorded in general and administrative expense in our consolidated statements of operations. In April 2020, the case was dismissed pursuant to a settlement agreement. 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 June 30, 2020. We believe the fair value of these liabilities is immaterial and accordingly have no liabilities recorded for these agreements at June 30, 2020. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
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: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (in thousands) Operating lease expense $ 15,334 $ 13,206 $ 29,739 $ 26,887 Sublease income (793 ) (1,268 ) (1,535 ) (2,193 ) Total net lease costs $ 14,541 $ 11,938 $ 28,204 $ 24,694 Lease Term and Discount Rate The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows: Six Months Ended June 30, 2020 2019 Weighted-average remaining lease term 7.7 7.1 Weighted-average discount rate 5.6 % 6.2 % 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 June 30, 2020 were as follows: Operating Leases (in thousands) Remainder of 2020 $ 26,670 2021 65,428 2022 56,572 2023 52,415 2024 52,061 Thereafter 143,745 Total lease payments $ 396,891 Less: Imputed interest (76,063 ) Present value of lease liabilities $ 320,828 As of June 30, 2020, we have additional operating leases for facilities that have not yet commenced with lease obligations of $18.6 million. These operating leases will commence between 2020 and 2021 with lease terms of greater than one years to five years. This table does not include lease payments that were not fixed at commencement or modification. Other Information Cash payments included in the measurement of our o perating lease liabilities were $17.2 million and $16.7 million for the three months ended June 30, 2020 and 2019, respectively Lease liabilities arising from obtaining operating lease right-of-use assets were not material for the six months ended June 30, 2020 and 2019, respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
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 tables set forth our financial assets as of June 30, 2020 and December 31, 2019 that are measured at fair value on a recurring basis during the period: June 30, 2020 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 1,189,011 $ — $ — $ 1,189,011 Level 1 securities: U.S. government securities 1,263,863 1,735 (46 ) 1,265,552 U.S. government agency securities 339,231 111 (63 ) 339,279 Level 2 securities: Corporate debt securities 22,407 14 — 22,421 Commercial paper 8,389 — — 8,389 Certificates of deposit 4,917 — — 4,917 Total $ 2,827,818 $ 1,860 $ (109 ) $ 2,829,569 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 Gross unrealized losses are not material as of June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020, we considered any decreases in fair value on our marketable securities to be driven by factors other than credit risk, including market risk. All of our marketable securities have contractual maturities of less than one year. For certain non-marketable debt investments we have elected the fair value option where changes in fair value are recorded in other income (expense), net. Unrealized gains and losses related to these debt investments were not material for the period ended June 30, 2020. As of June 30, 2020 the fair value of the debt investments was recorded within other assets and was not material. W e 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 June 30, 2020, the fair value of the 2025 Notes and the 2026 Notes was $1.3 billion and $1.6 billion, respectively. 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 | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter. Our effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on our deferred tax assets as it is more likely than not that some or all of our deferred tax assets will not be realized. Income tax benefit was $1.0 million and $0.4 million for the three and six months ended June 30, 2020, respectively, compared to a tax expense of $1.1 million and $1.4 million for the three and six months ended June 30, 2019, respectively. In June 2019, the United States Court of Appeals for the Ninth Circuit overturned the 2015 U.S. Tax Court decision in Altera Corp. v. Commissioner, thereby upholding the portion of the Treasury regulations issued under Section 482 of the U.S. Internal Revenue Code of 1986, as amended (“the Code”) |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2020 | |
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, 2019 $ 429 $ 144 $ 573 OCI before reclassifications 1,775 (2,349 ) (1,182 ) Amounts reclassified from AOCI (1) (608 ) — — Net current period OCI 1,167 (2,349 ) (1,182 ) Balance at June 30, 2020 $ 1,596 $ (2,205 ) $ (609 ) (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 | 6 Months Ended |
Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 13. Property and Equipment, Net The following table lists property and equipment, net by geographic area: As of June 30, 2020 As of December 31, 2019 (in thousands) Property and equipment, net: United States $ 152,167 $ 153,771 Rest of world (1) 22,958 19,896 Total property and equipment, net $ 175,125 $ 173,667 (1) No |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Our consolidated financial statements include the accounts of Snap Inc. and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 4, 2020 (the “Annual Report”). In our opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position, results of operations, and cash flows. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020. Other than described below, there have been no changes to our significant accounting policies described in our Annual Report that have had a material impact on our consolidated financial statements and related notes. |
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 senior convertible 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. ASU 2018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license. The guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. We adopted ASU 2018-15 effective January 1, 2020. The impact of adoption of these standards on our consolidated financial statements, including accounting policies, processes, and systems, was not material. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align existing credit loss methodology with the new standard . In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. ASU 2019-11 requires entities that did not adopt the amendments in ASU 2016-13 as of November 2019 to adopt ASU 2019-11. This ASU contains the same effective dates and transition requirements as ASU 2016-13. We adopted ASU 2016-13 and ASU 2019-11 effective January 1, 2020. The impact of adoption of these standards on our consolidated financial statements, including accounting policies, processes, and systems, wa s not material. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (in thousands) Revenue: North America (1) (2) $ 263,604 $ 237,792 $ 544,877 $ 433,750 Europe (3) 81,488 67,449 162,565 124,030 Rest of world (4) 109,066 82,780 209,194 150,667 Total revenue $ 454,158 $ 388,021 $ 916,636 $ 708,447 (1) North America includes Mexico, the Caribbean, and Central America. (2) United States revenue was $255.9 million and $227.2 million for the three months ended June 30, 2020 and 2019, respectively, and $529.1 million and $416.0 million for the six months ended June 30, 2020 and 2019, respectively. (3) Europe includes Russia and Turkey. (4) Greater China revenue was $50.0 million for the three months ended June 30, 2020. |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Numerators and Denominators of Basic and Diluted Net Loss per Share Computations for Common Stock | The numerators and denominators of the basic and diluted net loss per share computations for our common stock are calculated as follows for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (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 Class B Common Class C Common Class A Common Class B Common Class C Common Numerator: Net loss $ (266,759 ) $ (5,462 ) $ (53,730 ) $ (200,295 ) $ (9,089 ) $ (45,790 ) $ (515,923 ) $ (10,692 ) $ (105,271 ) $ (440,465 ) $ (22,440 ) $ (102,676 ) Net loss attributable to common stockholders $ (266,759 ) $ (5,462 ) $ (53,730 ) $ (200,295 ) $ (9,089 ) $ (45,790 ) $ (515,923 ) $ (10,692 ) $ (105,271 ) $ (440,465 ) $ (22,440 ) $ (102,676 ) Denominator: Basic shares: Weighted-average common shares - Basic 1,184,246 24,248 238,528 1,069,507 48,535 244,502 1,172,536 24,300 239,249 1,051,952 53,593 245,218 Diluted shares: Weighted-average common shares - Diluted 1,184,246 24,248 238,528 1,069,507 48,535 244,502 1,172,536 24,300 239,249 1,051,952 53,593 245,218 Net loss per share attributable to common stockholders: Basic $ (0.23 ) $ (0.23 ) $ (0.23 ) $ (0.19 ) $ (0.19 ) $ (0.19 ) $ (0.44 ) $ (0.44 ) $ (0.44 ) $ (0.42 ) $ (0.42 ) $ (0.42 ) Diluted $ (0.23 ) $ (0.23 ) $ (0.23 ) $ (0.19 ) $ (0.19 ) $ (0.19 ) $ (0.44 ) $ (0.44 ) $ (0.44 ) $ (0.42 ) $ (0.42 ) $ (0.42 ) |
Schedule of Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss per Share | The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Three and Six Months Ended June 30, 2020 2019 (in thousands) Stock options 7,008 12,491 Unvested RSUs and RSAs 152,972 158,253 Convertible Notes (if-converted) 101,591 — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Stock Option Award Activity | The following table summarizes the stock option award activity under the Stock Plans during the six months ended June 30, 2020: 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, 2019 8,712 1,550 $ 9.00 5.59 $ 75,460 Granted 2 — $ 17.83 — $ — Exercised (2,744 ) (393 ) $ 7.52 — $ — Forfeited (119 ) — $ 13.17 — $ — Outstanding at June 30, 2020 5,851 1,157 $ 9.60 5.22 $ 97,375 (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, 2019 and June 30, 2020, respectively. |
Summary of Total Stock-based Compensation Expense | Total stock-based compensation expense by function was as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (in thousands) Cost of revenue $ 2,066 $ 1,786 $ 3,848 $ 3,635 Research and development 127,516 132,610 245,833 244,852 Sales and marketing 27,107 26,474 51,913 44,234 General and administrative 29,482 34,704 56,626 65,409 Total $ 186,171 $ 195,574 $ 358,220 $ 358,130 |
Restricted Stock Units and Restricted Stock Awards | |
Summary of RSU and RSA Activity | Restricted Stock Units and Restricted Stock Awards The following table summarizes the RSU and RSA activity during the six months ended June 30, 2020: Class A Outstanding Weighted- Average Grant Date Fair Value (in thousands, except per share data) Unvested at December 31, 2019 148,797 $ 12.39 Granted 45,118 $ 15.04 Vested (36,051 ) $ 13.46 Forfeited (4,892 ) $ 12.83 Unvested at June 30, 2020 152,972 $ 12.91 |
Business Acquisitions and Div_2
Business Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 allocation of acquisition date fair value is as follows: Total (in thousands) Technology $ 16,000 Goodwill 110,734 Other assets acquired and liabilities assumed, net 1,353 Total $ 128,087 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the six months ended June 30, 2020 were as follows: Goodwill (in thousands) Balance as of December 31, 2019 $ 761,153 Goodwill acquired 15,311 Foreign currency translation (1,279 ) Balance as of June 30, 2020 $ 775,185 |
Schedule of Intangible Assets | Intangible assets consisted of the following: June 30, 2020 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands, except years) Domain names 2.1 $ 414 $ 241 $ 173 Acquired developed technology 3.1 167,988 92,715 75,273 Patents 5.4 19,860 8,021 11,839 $ 188,262 $ 100,977 $ 87,285 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 |
Schedule of Estimated Intangible Asset Amortization Expense | As of June 30, 2020, the estimated intangible asset amortization expense for the next five years and thereafter is as follows: Estimated Amortization (in thousands) Remainder of 2020 $ 16,305 2021 27,925 2022 19,222 2023 15,258 2024 6,648 Thereafter 1,927 Total $ 87,285 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Notes | The Convertible Notes consisted of the following: As of June 30, 2020 As of December 31, 2019 2025 Notes 2026 Notes 2026 Notes (in thousands) Liability: Principal $ 1,000,000 $ 1,265,000 $ 1,265,000 Unamortized debt discount and issuance costs (289,341 ) (349,917 ) (373,224 ) Net carrying amount $ 710,659 $ 915,083 $ 891,776 Carrying amount of the equity component $ 286,589 $ 377,432 $ 377,432 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Contractual Commitments | The future minimum contractual commitment including commitments less than one year, as of June 30, 2020, for each of the next five years are as follows: Minimum Commitment (in thousands) Remainder of 2020 $ 328,016 2021 699,684 2022 391,587 2023 85 2024 695 Thereafter 216 Total minimum commitments $ 1,420,283 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Components of Lease Cost | The components of lease cost were as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (in thousands) Operating lease expense $ 15,334 $ 13,206 $ 29,739 $ 26,887 Sublease income (793 ) (1,268 ) (1,535 ) (2,193 ) Total net lease costs $ 14,541 $ 11,938 $ 28,204 $ 24,694 |
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: Six Months Ended June 30, 2020 2019 Weighted-average remaining lease term 7.7 7.1 Weighted-average discount rate 5.6 % 6.2 % |
Present Value of Operating Lease Liabilities | Maturity of Lease Liabilities The present value of our operating lease liabilities as of June 30, 2020 were as follows: Operating Leases (in thousands) Remainder of 2020 $ 26,670 2021 65,428 2022 56,572 2023 52,415 2024 52,061 Thereafter 143,745 Total lease payments $ 396,891 Less: Imputed interest (76,063 ) Present value of lease liabilities $ 320,828 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis | The following tables set forth our financial assets as of June 30, 2020 and December 31, 2019 that are measured at fair value on a recurring basis during the period: June 30, 2020 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 1,189,011 $ — $ — $ 1,189,011 Level 1 securities: U.S. government securities 1,263,863 1,735 (46 ) 1,265,552 U.S. government agency securities 339,231 111 (63 ) 339,279 Level 2 securities: Corporate debt securities 22,407 14 — 22,421 Commercial paper 8,389 — — 8,389 Certificates of deposit 4,917 — — 4,917 Total $ 2,827,818 $ 1,860 $ (109 ) $ 2,829,569 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 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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, 2019 $ 429 $ 144 $ 573 OCI before reclassifications 1,775 (2,349 ) (1,182 ) Amounts reclassified from AOCI (1) (608 ) — — Net current period OCI 1,167 (2,349 ) (1,182 ) Balance at June 30, 2020 $ 1,596 $ (2,205 ) $ (609 ) (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) | 6 Months Ended |
Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net by Geographic Area | The following table lists property and equipment, net by geographic area: As of June 30, 2020 As of December 31, 2019 (in thousands) Property and equipment, net: United States $ 152,167 $ 153,771 Rest of world (1) 22,958 19,896 Total property and equipment, net $ 175,125 $ 173,667 (1) No |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 454,158 | $ 388,021 | $ 916,636 | $ 708,447 |
North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 263,604 | 237,792 | 544,877 | 433,750 |
Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 81,488 | 67,449 | 162,565 | 124,030 |
Rest of World | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 109,066 | $ 82,780 | $ 209,194 | $ 150,667 |
Revenue - Disaggregation of R_2
Revenue - Disaggregation of Revenue by Geography (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 454,158 | $ 388,021 | $ 916,636 | $ 708,447 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 255,900 | $ 227,200 | $ 529,100 | $ 416,000 |
Greater China | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 50,000 |
Net Loss per Share - Numerators
Net Loss per Share - Numerators and Denominators of Basic and Diluted Net Loss per Share Computations for Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||
Net loss | $ (325,951) | $ (255,174) | $ (631,887) | $ (565,581) |
Basic shares: | ||||
Weighted-average common shares - Basic | 1,447,022 | 1,362,544 | 1,436,085 | 1,350,763 |
Diluted shares: | ||||
Weighted-average common shares - Diluted | 1,447,022 | 1,362,544 | 1,436,085 | 1,350,763 |
Net loss per share attributable to common stockholders: | ||||
Basic | $ (0.23) | $ (0.19) | $ (0.44) | $ (0.42) |
Diluted | $ (0.23) | $ (0.19) | $ (0.44) | $ (0.42) |
Class A Common Stock | ||||
Numerator: | ||||
Net loss | $ (266,759) | $ (200,295) | $ (515,923) | $ (440,465) |
Net loss attributable to common stockholders | $ (266,759) | $ (200,295) | $ (515,923) | $ (440,465) |
Basic shares: | ||||
Weighted-average common shares - Basic | 1,184,246 | 1,069,507 | 1,172,536 | 1,051,952 |
Diluted shares: | ||||
Weighted-average common shares - Diluted | 1,184,246 | 1,069,507 | 1,172,536 | 1,051,952 |
Net loss per share attributable to common stockholders: | ||||
Basic | $ (0.23) | $ (0.19) | $ (0.44) | $ (0.42) |
Diluted | $ (0.23) | $ (0.19) | $ (0.44) | $ (0.42) |
Class B Common Stock | ||||
Numerator: | ||||
Net loss | $ (5,462) | $ (9,089) | $ (10,692) | $ (22,440) |
Net loss attributable to common stockholders | $ (5,462) | $ (9,089) | $ (10,692) | $ (22,440) |
Basic shares: | ||||
Weighted-average common shares - Basic | 24,248 | 48,535 | 24,300 | 53,593 |
Diluted shares: | ||||
Weighted-average common shares - Diluted | 24,248 | 48,535 | 24,300 | 53,593 |
Net loss per share attributable to common stockholders: | ||||
Basic | $ (0.23) | $ (0.19) | $ (0.44) | $ (0.42) |
Diluted | $ (0.23) | $ (0.19) | $ (0.44) | $ (0.42) |
Class C Common Stock | ||||
Numerator: | ||||
Net loss | $ (53,730) | $ (45,790) | $ (105,271) | $ (102,676) |
Net loss attributable to common stockholders | $ (53,730) | $ (45,790) | $ (105,271) | $ (102,676) |
Basic shares: | ||||
Weighted-average common shares - Basic | 238,528 | 244,502 | 239,249 | 245,218 |
Diluted shares: | ||||
Weighted-average common shares - Diluted | 238,528 | 244,502 | 239,249 | 245,218 |
Net loss per share attributable to common stockholders: | ||||
Basic | $ (0.23) | $ (0.19) | $ (0.44) | $ (0.42) |
Diluted | $ (0.23) | $ (0.19) | $ (0.44) | $ (0.42) |
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 | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
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 | 7,008 | 12,491 |
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 | 152,972 | 158,253 |
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 | 101,591 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) shares in Millions, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020USD ($)Planshares | Dec. 31, 2019shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of share-based employee compensation plans | Plan | 3 | |
Pre-2017 Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 6.6 | |
Weighted average recognition period | 4 months 24 days | |
Post-2017 Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 1,700 | |
Weighted average recognition period | 2 years 10 months 24 days | |
Service condition satisfied, years | 4 years | |
Post-2017 Awards | First Year | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award vesting percentage | 10.00% | |
Post-2017 Awards | Second Year | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award vesting percentage | 20.00% | |
Post-2017 Awards | Third Year | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award vesting percentage | 30.00% | |
Post-2017 Awards | Fourth Year | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award vesting percentage | 40.00% | |
RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
RSUs vested but not yet settled | shares | 4 | 9.4 |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average recognition period | 1 year 9 months 18 days | |
Unrecognized compensation cost | $ 11.1 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of RSU and RSA Activity (Details) - Restricted Stock Units and Restricted Stock Awards shares in Thousands | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Weighted-Average Grant Date Fair Value per Restricted Stock | |
Weighted-Average Grant Date Fair Value per Restricted Stock, Unvested Beginning Balance | $ / shares | $ 12.39 |
Weighted-Average Grant Date Fair Value per Restricted Stock, Granted | $ / shares | 15.04 |
Weighted-Average Grant Date Fair Value per Restricted Stock, Vested | $ / shares | 13.46 |
Weighted-Average Grant Date Fair Value per Restricted Stock, Forfeited | $ / shares | 12.83 |
Weighted-Average Grant Date Fair Value per Restricted Stock, Unvested Ending Balance | $ / shares | $ 12.91 |
Class A Common Stock | |
Outstanding Restricted Stock | |
Outstanding Restricted Stock, Unvested Beginning Balance | shares | 148,797 |
Outstanding Restricted Stock, Granted | shares | 45,118 |
Outstanding Restricted Stock, Vested | shares | (36,051) |
Outstanding Restricted Stock, Forfeited | shares | (4,892) |
Outstanding Restricted Stock, Unvested Ending Balance | shares | 152,972 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock Option Award Activity (Details) - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Weighted-Average Exercise Price | ||
Weighted-Average Exercise Price, Beginning balance | $ 9 | |
Weighted-Average Exercise Price, Granted | 17.83 | |
Weighted-Average Exercise Price, Exercised | 7.52 | |
Weighted-Average Exercise Price, Forfeited | 13.17 | |
Weighted-Average Exercise Price, Ending balance | $ 9.60 | $ 9 |
Weighted-Average Remaining Contractual Term | ||
Weighted-Average Remaining Contractual Term (in years) | 5 years 2 months 19 days | 5 years 7 months 2 days |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Outstanding | $ 75,460 | |
Aggregate Intrinsic Value, Outstanding | $ 97,375 | $ 75,460 |
Class A Common Stock | ||
Number of Shares | ||
Number of Shares, Beginning balance | 8,712 | |
Number of Shares, Granted | 2 | |
Number of Shares, Exercised | (2,744) | |
Number of Shares, Forfeited | (119) | |
Number of Shares, Ending balance | 5,851 | 8,712 |
Class B Common Stock | ||
Number of Shares | ||
Number of Shares, Beginning balance | 1,550 | |
Number of Shares, Exercised | (393) | |
Number of Shares, Ending balance | 1,157 | 1,550 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Total Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total | $ 186,171 | $ 195,574 | $ 358,220 | $ 358,130 |
Cost of Revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total | 2,066 | 1,786 | 3,848 | 3,635 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total | 127,516 | 132,610 | 245,833 | 244,852 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total | 27,107 | 26,474 | 51,913 | 44,234 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total | $ 29,482 | $ 34,704 | $ 56,626 | $ 65,409 |
Business Acquisitions and Div_3
Business Acquisitions and Divestitures - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Total purchase consideration | $ 24,400 | ||||
Goodwill deductible for tax purposes | $ 15,300 | ||||
Disposal group including discontinued operation, purchase consideration | $ 73,796 | $ 73,796 | |||
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 | $ 77,800 | $ 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 | ||||
Fair value of minority interest | 13,500 | ||||
Other Acquisitions | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Total purchase consideration | 34,000 | ||||
Goodwill deductible for tax purposes | $ 23,500 |
Business Acquisitions and Div_4
Business Acquisitions and Divestitures - Summary of Allocation of Acquisition Date Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||
Goodwill | $ 775,185 | $ 761,153 |
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 | Jun. 30, 2020USD ($) |
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 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, beginning balance | $ 761,153 |
Goodwill acquired | 15,311 |
Foreign currency translation | (1,279) |
Goodwill, ending balance | $ 775,185 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 188,262 | $ 205,782 |
Accumulated Amortization | 100,977 | 113,661 |
Net | $ 87,285 | $ 92,121 |
Domain Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life - Years | 2 years 1 month 6 days | 2 years 7 months 6 days |
Gross Carrying Amount | $ 414 | $ 5,414 |
Accumulated Amortization | 241 | 5,200 |
Net | $ 173 | $ 214 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life - Years | 0 years | |
Gross Carrying Amount | $ 3,072 | |
Accumulated Amortization | $ 3,072 | |
Acquired Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life - Years | 3 years 1 month 6 days | 3 years 7 months 6 days |
Gross Carrying Amount | $ 167,988 | $ 175,414 |
Accumulated Amortization | 92,715 | 95,921 |
Net | $ 75,273 | $ 79,493 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life - Years | 0 years | |
Gross Carrying Amount | $ 2,172 | |
Accumulated Amortization | $ 2,172 | |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life - Years | 5 years 4 months 24 days | 5 years 10 months 24 days |
Gross Carrying Amount | $ 19,860 | $ 19,710 |
Accumulated Amortization | 8,021 | 7,296 |
Net | $ 11,839 | $ 12,414 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 7.4 | $ 9 | $ 15.4 | $ 19.4 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
Remainder of 2020 | $ 16,305 | |
2021 | 27,925 | |
2022 | 19,222 | |
2023 | 15,258 | |
2024 | 6,648 | |
Thereafter | 1,927 | |
Net | $ 87,285 | $ 92,121 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2020USD ($)d$ / sharesshares | Aug. 31, 2019USD ($)d$ / sharesshares | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible notes, net of issuance costs | $ 988,582,000 | $ 988,582,000 | |||
Amortization of debt discount and issuance costs | 20,412,000 | 31,975,000 | |||
Convertible notes eligible for conversion | 0 | 0 | |||
2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, principal amount | $ 1,000,000,000 | 1,000,000,000 | $ 1,000,000,000 | ||
Indenture date | Apr. 28, 2020 | ||||
Proceeds from issuance of convertible notes, net of issuance costs | $ 888,600,000 | ||||
Interest payment beginning date | Nov. 1, 2020 | ||||
Debt instrument, interest rate | 0.25% | ||||
Debt instrument, interest rate terms | Interest is payable in cash semi-annually in arrears beginning on November 1, 2020 at a rate of 0.25% per year. | ||||
Debt instrument, maturity date | May 1, 2025 | ||||
Debt instrument, redemption price percentage | 100.00% | ||||
Carrying amount of equity component | $ 289,900,000 | 286,589,000 | $ 286,589,000 | ||
Effective interest rate | 7.39% | ||||
Debt issuance costs allocated to equity component | $ 3,300,000 | ||||
Debt issuance costs allocated to liability component | $ 8,100,000 | ||||
Debt instrument convertible, amortization period | 4 years 9 months 18 days | ||||
If-converted value exceeding principal amount | $ 83,400,000 | ||||
Cap price, net cost | $ 100,000,000 | $ 100,000,000 | |||
2025 Notes | Class A Non-voting Common Stock | |||||
Debt Instrument [Line Items] | |||||
Shares issued upon conversion of each $1000 principal amount | shares | 46.1233 | ||||
Debt instrument, convertible principal amount used in conversion rate | $ 1,000 | ||||
Conversion price per share | $ / shares | $ 21.68 | ||||
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 | $ 32,120,000 | $ 32,120,000 | |||
2025 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 | ||||
2025 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 | ||||
2025 Notes | Class A Non-voting Common Stock | Scenario Two | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument convertible, percentage of conversion price | 98.00% | ||||
2026 Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, principal amount | $ 1,265,000,000 | $ 1,265,000,000 | $ 1,265,000,000 | $ 1,265,000,000 | |
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 | ||||
Carrying amount of equity component | 377,432,000 | $ 377,432,000 | $ 377,432,000 | ||
Debt instrument convertible, amortization period | 6 years 1 month 6 days | ||||
Amortization of debt discount and issuance costs | 20,400,000 | $ 32,000,000 | |||
Contractual interest expense | 2,800,000 | 5,200,000 | |||
If-converted value exceeding principal amount | 37,900,000 | ||||
Cap price, net cost | $ 102,100,000 | $ 102,100,000 | |||
2026 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 | ||||
Cap price, per share | $ / shares | $ 32,580,000 | $ 32,580,000 | |||
Initial Placement | 2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, principal amount | $ 850,000,000 | ||||
Over-Allotment Option | 2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, principal amount | $ 150,000,000 |
Convertible Notes - Summary of
Convertible Notes - Summary of Convertible Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Aug. 31, 2019 |
2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 1,000,000 | $ 1,000,000 | ||
Unamortized debt discount and issuance costs | (289,341) | |||
Net carrying amount | 710,659 | |||
Carrying amount of the equity component | 286,589 | $ 289,900 | ||
2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | 1,265,000 | $ 1,265,000 | $ 1,265,000 | |
Unamortized debt discount and issuance costs | (349,917) | (373,224) | ||
Net carrying amount | 915,083 | 891,776 | ||
Carrying amount of the equity component | $ 377,432 | $ 377,432 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Jan. 17, 2020 | Oct. 31, 2018 | |
Indemnification Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Liabilities recorded | $ 0 | |||||
Vaporstream, Inc. | General and Administrative | ||||||
Loss Contingencies [Line Items] | ||||||
Legal expense, net of amounts directly covered by insurance | $ 10,000,000 | |||||
Securities Class Actions | ||||||
Loss Contingencies [Line Items] | ||||||
Legal expense, net of amounts directly covered by insurance | $ 100,000,000 | |||||
Securities Class Actions | Pending Litigation | ||||||
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, we are committed to spend $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 | Jun. 30, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remainder of 2020 | $ 328,016 |
2021 | 699,684 |
2022 | 391,587 |
2023 | 85 |
2024 | 695 |
Thereafter | 216 |
Total minimum commitments | $ 1,420,283 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease expense | $ 15,334 | $ 13,206 | $ 29,739 | $ 26,887 |
Sublease income | (793) | (1,268) | (1,535) | (2,193) |
Total net lease costs | $ 14,541 | $ 11,938 | $ 28,204 | $ 24,694 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate Related to Operating Leases (Details) | Jun. 30, 2020 | Jun. 30, 2019 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 7 years 8 months 12 days | 7 years 1 month 6 days |
Weighted-average discount rate | 5.60% | 6.20% |
Leases - Present Value of Opera
Leases - Present Value of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 26,670 |
2021 | 65,428 |
2022 | 56,572 |
2023 | 52,415 |
2024 | 52,061 |
Thereafter | 143,745 |
Total lease payments | 396,891 |
Less: Imputed interest | (76,063) |
Present value of lease liabilities | $ 320,828 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Lessee Lease Description [Line Items] | ||||
Lease obligations for additional leases not yet commenced | $ 18.6 | $ 18.6 | ||
Operating leases not yet commenced, start year | 2020 | |||
Operating leases not yet commenced, end year | 2021 | |||
Operating lease liabilities | $ 17.2 | $ 16.7 | $ 38.3 | $ 33.2 |
Minimum | ||||
Lessee Lease Description [Line Items] | ||||
Operating leases, terms | 1 year | 1 year | ||
Maximum | ||||
Lessee Lease Description [Line Items] | ||||
Operating leases, terms | 5 years | 5 years |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | Jun. 30, 2020USD ($) |
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 |
Level 2 Securities | 2025 Notes | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Convertible notes | 1,300,000 |
Level 2 Securities | 2026 Notes | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Convertible notes | $ 1,600,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash, Cost or Amortized Cost | $ 1,251,721 | $ 520,317 |
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 | 2,827,818 | 2,112,225 |
Cash and Marketable securities, Gross Unrealized Gains | 1,860 | 665 |
Cash and Marketable securities, Gross Unrealized Losses | (109) | (85) |
Cash and Marketable Securities, Total Estimated Fair Value | 2,829,569 | 2,112,805 |
Fair Value, Measurements, Recurring | Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash, Cost or Amortized Cost | 1,189,011 | 416,099 |
Cash, Total Estimated Fair Value | 1,189,011 | 416,099 |
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 | 1,263,863 | 1,305,145 |
Marketable securities, Gross Unrealized Gains | 1,735 | 604 |
Marketable securities, Gross Unrealized Losses | (46) | (49) |
Marketable securities, Total Estimated Fair Value | 1,265,552 | 1,305,700 |
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 | 339,231 | 269,278 |
Marketable securities, Gross Unrealized Gains | 111 | 48 |
Marketable securities, Gross Unrealized Losses | (63) | (32) |
Marketable securities, Total Estimated Fair Value | 339,279 | 269,294 |
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 | 22,407 | 28,420 |
Marketable securities, Gross Unrealized Gains | 14 | 13 |
Marketable securities, Gross Unrealized Losses | (4) | |
Marketable securities, Total Estimated Fair Value | 22,421 | 28,429 |
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 | 8,389 | 84,498 |
Marketable securities, Total Estimated Fair Value | 8,389 | 84,498 |
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 | 4,917 | 8,785 |
Marketable securities, Total Estimated Fair Value | $ 4,917 | $ 8,785 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (1,041) | $ 1,078 | $ (382) | $ 1,357 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedules of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance, beginning of period | $ 2,259,913 | |||
OCI before reclassifications | (1,182) | |||
Total other comprehensive income (loss), net of tax | $ 2,287 | $ 2,170 | (1,182) | $ (1,045) |
Balance, end of period | 2,194,665 | 2,116,698 | 2,194,665 | 2,116,698 |
Marketable Securities | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance, beginning of period | 429 | |||
OCI before reclassifications | 1,775 | |||
Amounts reclassified from AOCI | (608) | |||
Total other comprehensive income (loss), net of tax | 1,167 | |||
Balance, end of period | 1,596 | 1,596 | ||
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance, beginning of period | 144 | |||
OCI before reclassifications | (2,349) | |||
Total other comprehensive income (loss), net of tax | (2,349) | |||
Balance, end of period | (2,205) | (2,205) | ||
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance, beginning of period | (2,896) | (68) | 573 | 3,147 |
Total other comprehensive income (loss), net of tax | 2,287 | 2,170 | (1,182) | (1,045) |
Balance, end of period | $ (609) | $ 2,102 | $ (609) | $ 2,102 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net by Geographic Area (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property and equipment, net: | ||
Total property and equipment, net | $ 175,125 | $ 173,667 |
United States | ||
Property and equipment, net: | ||
Total property and equipment, net | 152,167 | 153,771 |
Rest of World | ||
Property and equipment, net: | ||
Total property and equipment, net | $ 22,958 | $ 19,896 |
Property and Equipment, Net -_2
Property and Equipment, Net - Property and Equipment, Net by Geographic Area (Parenthetical) (Details) - Country | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
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 |