SQUARE, INC., 10-Q filed on 11/6/2019
Quarterly Report
v3.19.3
Cover Page - shares
9 Months Ended
Sep. 30, 2019
Nov. 01, 2019
Cover page.    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2019  
Document Transition Report false  
Entity File Number 001-37622  
Entity Registrant Name Square, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 80-0429876  
Entity Address, Address Line One 1455 Market Street  
Entity Address, Address Line Two Suite 600  
Entity Address, City or Town San Francisco  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94103  
City Area Code 415  
Local Phone Number 375-3176  
Title of 12(b) Security Class A common stock, $0.0000001 par value per share  
Trading Symbol SQ  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Class of Stock [Line Items]    
Entity Central Index Key 0001512673  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Class A    
Class of Stock [Line Items]    
Entity Common Stock, Shares Outstanding (in shares)   347,159,861
Class B    
Class of Stock [Line Items]    
Entity Common Stock, Shares Outstanding (in shares)   82,521,616
v3.19.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Current assets:    
Cash and cash equivalents $ 612,048 $ 583,173
Short-term investments 557,656 540,991
Restricted cash 27,389 33,838
Settlements receivable 564,492 364,946
Customer funds 660,599 334,017
Loans held for sale 120,776 89,974
Other current assets 215,806 164,966
Total current assets 2,758,766 2,111,905
Property and equipment, net 134,034 142,402
Goodwill 265,974 261,705
Acquired intangible assets, net 72,793 77,102
Long-term investments 564,508 464,680
Restricted cash 14,433 15,836
Built-to-suit lease asset 0 149,000
Operating lease right-of-use assets 108,670  
Other non-current assets 81,326 58,393
Total assets 4,000,504 3,281,023
Current liabilities:    
Customers payable 1,268,034 749,215
Settlements payable 81,597 54,137
Accrued transaction losses 37,419 33,682
Accrued expenses 124,005 82,354
Operating lease liabilities, current 25,779 0
Other current liabilities 108,067 99,153
Total current liabilities 1,644,901 1,018,541
Long-term debt, net of current portion (Note 13) 928,869 899,695
Built-to-suit lease liability 0 149,000
Operating lease liabilities, non-current 106,457  
Other non-current liabilities 70,483 93,286
Total liabilities 2,750,710 2,160,522
Commitments and contingencies (Note 19)
Stockholders’ equity:    
Preferred stock, $0.0000001 par value: 100,000,000 shares authorized at September 30, 2019 and December 31, 2018. None issued and outstanding at September 30, 2019 and December 31, 2018. 0 0
Additional paid-in capital 2,153,449 2,012,328
Accumulated other comprehensive loss (2,387) (6,053)
Accumulated deficit (901,268) (885,774)
Total stockholders’ equity 1,249,794 1,120,501
Total liabilities and stockholders’ equity 4,000,504 3,281,023
Class A    
Stockholders’ equity:    
Common stock 0 0
Class B    
Stockholders’ equity:    
Common stock $ 0 $ 0
v3.19.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2019
Dec. 31, 2018
Class of Stock [Line Items]    
Preferred stock, par value (in USD per share) $ 0.0000001 $ 0.0000001
Preferred stock, shares authorized (in shares) 100,000,000 100,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Class A    
Class of Stock [Line Items]    
Common stock, par value (in USD per share) $ 0.0000001 $ 0.0000001
Common stock, shares authorized (in shares) 1,000,000,000 1,000,000,000
Common stock, shares issued (in shares) 346,552,092 323,546,864
Common stock, shares outstanding (in shares) 346,552,092 323,546,864
Class B    
Class of Stock [Line Items]    
Common stock, par value (in USD per share) $ 0.0000001 $ 0.0000001
Common stock, shares authorized (in shares) 500,000,000 500,000,000
Common stock, shares issued (in shares) 82,521,716 93,501,142
Common stock, shares outstanding (in shares) 82,521,716 93,501,142
v3.19.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Revenue:        
Revenue $ 1,266,474 $ 882,108 $ 3,400,071 $ 2,365,649
Cost of revenue:        
Total cost of revenue 766,437 529,448 2,037,435 1,442,003
Gross profit 500,037 352,660 1,362,636 923,646
Operating expenses:        
Product development 168,771 135,773 497,322 355,668
Sales and marketing 149,467 116,337 439,601 291,846
General and administrative 115,980 85,527 318,086 243,800
Transaction, loan and advance losses 32,722 23,596 94,827 63,603
Amortization of acquired customer assets 1,003 1,294 3,591 2,235
Total operating expenses 467,943 362,527 1,353,427 957,152
Operating income (loss) 32,094 (9,867) 9,209 (33,506)
Interest expense, net 5,632 7,224 15,456 12,806
Other expense (income), net (5,541) (37,800) 6,988 (37,908)
Income (loss) before income tax 32,003 20,709 (13,235) (8,404)
Provision for income taxes 2,606 1,066 2,259 1,845
Net income (loss) $ 29,397 $ 19,643 $ (15,494) $ (10,249)
Net income (loss) per share:        
Basic (in USD per share) $ 0.07 $ 0.05 $ (0.04) $ (0.03)
Diluted (in USD per share) $ 0.06 $ 0.04 $ (0.04) $ (0.03)
Weighted-average shares used to compute net income (loss) per share        
Basic (in shares) 427,124 409,690 423,239 402,980
Diluted (in shares) 466,099 474,915 423,239 402,980
Technology assets        
Cost of revenue:        
Amortization of acquired technology $ 1,934 $ 2,277 $ 5,029 $ 5,714
Transaction-based revenue        
Revenue:        
Revenue 816,622 655,384 2,248,894 1,803,649
Cost of revenue:        
Cost of revenue 519,312 414,456 1,418,730 1,137,716
Subscription and services-based revenue        
Revenue:        
Revenue 239,895 141,752 645,588 330,637
Revenue 279,801 166,203 750,041 397,589
Cost of revenue:        
Cost of revenue 63,352 47,078 183,994 117,230
Hardware revenue        
Revenue:        
Revenue 21,766 17,558 62,238 50,337
Cost of revenue:        
Cost of revenue 35,672 23,229 95,881 68,467
Bitcoin revenue        
Revenue:        
Revenue 148,285 42,963 338,898 114,074
Cost of revenue:        
Cost of revenue $ 146,167 $ 42,408 $ 333,801 $ 112,876
v3.19.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ 29,397 $ 19,643 $ (15,494) $ (10,249)
Net foreign currency translation adjustments (2,812) (946) (2,285) (3,341)
Net unrealized gain (loss) on revaluation of intercompany loans 0 (296) 75 (89)
Net unrealized gain (loss) on marketable debt securities, net of tax 1,351 (647) 5,876 (1,597)
Total comprehensive income (loss) $ 27,936 $ 17,754 $ (11,828) $ (15,276)
v3.19.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2019
Mar. 31, 2019
Sep. 30, 2018
Mar. 31, 2018
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Cash flows from operating activities:              
Net loss $ 29,397 $ (38,151) $ 19,643 $ (23,986) $ (15,494) $ (10,249)  
Adjustments to reconcile net loss to net cash provided by operating activities:              
Depreciation and amortization         56,879 38,323  
Non-cash interest and other expense         25,486 23,554  
Loss on extinguishment of long-term debt         0 1,625  
Share-based compensation         217,980 157,856  
Replacement stock awards issued in connection with acquisition         0 899  
Loss (gain) on revaluation of equity investment (2,500)       16,467 (36,908)  
Amortization of operating lease right-of-use assets and accretion of operating lease liabilities         21,950    
Recovery of common stock in connection with indemnification settlement agreement         (789) (2,745)  
Transaction, loan and advance losses         94,827 63,603  
Change in deferred income taxes         (1,054) (563)  
Changes in operating assets and liabilities:              
Settlements receivable         (215,594) (579,769)  
Customer funds         (202,718) (156,162)  
Purchase of loans held for sale         (1,596,394) (1,139,142)  
Sales and principal payments of loans held for sale         1,547,158 1,130,378  
Customers payable         519,123 581,530  
Settlements payable         27,460 88,486  
Charge-offs to accrued transaction losses         (56,486) (40,354)  
Other assets and liabilities         (34,218) (1,702)  
Net cash provided by operating activities         404,583 118,660  
Cash flows from investing activities:              
Purchase of marketable debt securities         (758,969) (859,060)  
Proceeds from maturities of marketable debt securities         325,682 128,603  
Proceeds from sale of marketable debt securities         327,247 106,358  
Purchase of marketable debt securities from customer funds         (237,640) 0  
Proceeds from maturities of marketable debt securities from customer funds         115,200 0  
Purchase of property and equipment         (45,826) (37,173)  
Payments for other investments         (2,000) 0  
Purchase of intangible assets         0 (1,584)  
Business combinations, net of cash acquired         (20,372) (112,399)  
Net cash used in investing activities         (296,678) (775,255)  
Cash flows from financing activities:              
Proceeds from issuance of convertible senior notes, net         0 855,663  
Purchase of convertible senior note hedges         0 (172,586)  
Proceeds from issuance of warrants         0 112,125  
Principal payment on conversion of senior notes         0 (70,047)  
Payments for tax withholding related to vesting of restricted stock units         (164,044) (125,899)  
Proceeds from the exercise of stock options, net         81,781 94,780  
Other financing activities         (3,946) (3,298)  
Net cash provided by (used in) financing activities         (86,209) 690,738  
Effect of foreign exchange rate on cash and cash equivalents         (673) (4,154)  
Net increase in cash, cash equivalents and restricted cash         21,023 29,989  
Cash, cash equivalents and restricted cash, beginning of period   $ 632,847   $ 735,081 632,847 735,081 $ 735,081
Cash, cash equivalents and restricted cash, end of period $ 653,870   $ 765,070   $ 653,870 $ 765,070 $ 632,847
v3.19.3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)
$ in Thousands
Total
Class A and B common stock
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2017   395,194,075      
Beginning balance at Dec. 31, 2017 $ 786,333 $ 0 $ 1,630,386 $ (1,318) $ (842,735)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) (23,986)       (23,986)
Shares issued in connection with:          
Exercise of stock options (in shares)   4,213,775      
Exercise of stock options 31,354   31,354    
Vesting of early exercised stock options and other 136   136    
Vesting of restricted stock units (in shares)   1,625,534      
Change in other comprehensive loss 24     24  
Share-based compensation 48,356   48,356    
Tax withholding related to vesting of restricted stock units (in shares)   (649,305)      
Tax withholding related to vesting of restricted stock units (27,651)   (27,651)    
Ending balance (in shares) at Mar. 31, 2018   400,384,079      
Ending balance at Mar. 31, 2018 809,980 $ 0 1,682,581 (1,294) (871,307)
Beginning balance (in shares) at Dec. 31, 2017   395,194,075      
Beginning balance at Dec. 31, 2017 786,333 $ 0 1,630,386 (1,318) (842,735)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) (10,249)        
Ending balance (in shares) at Sep. 30, 2018   412,372,832      
Ending balance at Sep. 30, 2018 1,122,144 $ 0 1,986,059 (6,345) (857,570)
Beginning balance (in shares) at Mar. 31, 2018   400,384,079      
Beginning balance at Mar. 31, 2018 809,980 $ 0 1,682,581 (1,294) (871,307)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) (5,906)       (5,906)
Shares issued in connection with:          
Exercise of stock options (in shares)   3,246,683      
Exercise of stock options 23,267   23,267    
Vesting of early exercised stock options and other 19   19    
Purchases under employee stock purchase plan (in shares)   450,236      
Purchases under employee stock purchase plan 12,578   12,578    
Vesting of restricted stock units (in shares)   2,385,704      
Issuance of common stock in connection with business combination (in shares)   2,658,139      
Issuance of common stock in connection with business combination 140,154   140,154    
Change in other comprehensive loss (3,162)     (3,162)  
Share-based compensation 54,810   54,810    
Tax withholding related to vesting of restricted stock units (in shares)   (773,120)      
Tax withholding related to vesting of restricted stock units (40,924)   (40,924)    
Conversion feature of convertible senior notes, due 2023, net of allocated costs 154,019   154,019    
Purchase of bond hedges in conjunction with issuance of convertible senior notes, due 2023 (172,586)   (172,586)    
Sale of warrants in conjunction with issuance of convertible senior notes, due 2023 112,125   112,125    
Recovery of common stock in connection with indemnification settlement agreement (in shares)   (469,898)      
Recovery of common stock in connection with indemnification settlement agreement (2,745)   (2,745)    
Ending balance (in shares) at Jun. 30, 2018   407,881,823      
Ending balance at Jun. 30, 2018 1,081,629 $ 0 1,963,298 (4,456) (877,213)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) 19,643       19,643
Shares issued in connection with:          
Exercise of stock options (in shares)   3,200,992      
Exercise of stock options 27,580   27,580    
Vesting of early exercised stock options and other (in shares)   347      
Vesting of early exercised stock options and other 12   12    
Vesting of restricted stock units (in shares)   2,088,191      
Issuance of common stock in connection with business combination (in shares)   1,542      
Issuance of common stock in connection with business combination 853   853    
Change in other comprehensive loss (1,889)     (1,889)  
Share-based compensation 60,945   60,945    
Tax withholding related to vesting of restricted stock units (in shares)   (800,065)      
Tax withholding related to vesting of restricted stock units (57,324)   (57,324)    
Issuance of common stock in conjunction with the conversion of senior notes, due 2022 (in shares)   2,161,631      
Issuance of common stock in conjunction with the conversion of senior notes, due 2022 (9,305)   (9,305)    
Exercise of bond hedges in conjunction with the conversion of senior notes, due 2022 (in shares)   (2,161,629)      
Ending balance (in shares) at Sep. 30, 2018   412,372,832      
Ending balance at Sep. 30, 2018 1,122,144 $ 0 1,986,059 (6,345) (857,570)
Beginning balance (in shares) at Dec. 31, 2018   417,048,006      
Beginning balance at Dec. 31, 2018 1,120,501 $ 0 2,012,328 (6,053) (885,774)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) (38,151)       (38,151)
Shares issued in connection with:          
Exercise of stock options (in shares)   3,588,052      
Exercise of stock options 25,328   25,328    
Vesting of early exercised stock options and other (in shares)   425      
Vesting of early exercised stock options and other 36   36    
Vesting of restricted stock units (in shares)   1,994,156      
Change in other comprehensive loss 2,629     2,629  
Share-based compensation 62,835   62,835    
Tax withholding related to vesting of restricted stock units (in shares)   (741,324)      
Tax withholding related to vesting of restricted stock units (50,801)   (50,801)    
Issuance of common stock in conjunction with the conversion of senior notes, due 2022 (in shares)   43      
Issuance of common stock in conjunction with the conversion of senior notes, due 2022 1   1    
Exercise of bond hedges in conjunction with the conversion of senior notes, due 2022 (in shares)   (250,614)      
Recovery of common stock in connection with indemnification settlement agreement (in shares)   (14,798)      
Recovery of common stock in connection with indemnification settlement agreement (789)   (789)    
Ending balance (in shares) at Mar. 31, 2019   421,623,946      
Ending balance at Mar. 31, 2019 1,121,589 $ 0 2,048,938 (3,424) (923,925)
Beginning balance (in shares) at Dec. 31, 2018   417,048,006      
Beginning balance at Dec. 31, 2018 1,120,501 $ 0 2,012,328 (6,053) (885,774)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) $ (15,494)        
Shares issued in connection with:          
Exercise of stock options (in shares) 7,881,289        
Ending balance (in shares) at Sep. 30, 2019   429,073,808      
Ending balance at Sep. 30, 2019 $ 1,249,794 $ 0 2,153,449 (2,387) (901,268)
Beginning balance (in shares) at Mar. 31, 2019   421,623,946      
Beginning balance at Mar. 31, 2019 1,121,589 $ 0 2,048,938 (3,424) (923,925)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) (6,740)       (6,740)
Shares issued in connection with:          
Exercise of stock options (in shares)   2,671,530      
Exercise of stock options 22,651   22,651    
Purchases under employee stock purchase plan (in shares)   360,328      
Purchases under employee stock purchase plan 18,942   18,942    
Vesting of restricted stock units (in shares)   2,339,193      
Change in other comprehensive loss 2,498     2,498  
Share-based compensation 81,392   81,392    
Tax withholding related to vesting of restricted stock units (in shares)   (777,006)      
Tax withholding related to vesting of restricted stock units (55,862)   (55,862)    
Issuance of common stock in conjunction with the conversion of senior notes, due 2022 (in shares)   86      
Issuance of common stock in conjunction with the conversion of senior notes, due 2022 2   2    
Exercise of bond hedges in conjunction with the conversion of senior notes, due 2022 (in shares)   (84)      
Ending balance (in shares) at Jun. 30, 2019   426,217,993      
Ending balance at Jun. 30, 2019 1,184,472 $ 0 2,116,063 (926) (930,665)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) 29,397       29,397
Shares issued in connection with:          
Exercise of stock options (in shares)   1,621,707      
Exercise of stock options 14,860   14,860    
Vesting of restricted stock units (in shares)   2,035,852      
Change in other comprehensive loss (1,461)     (1,461)  
Share-based compensation 79,907   79,907    
Tax withholding related to vesting of restricted stock units (in shares)   (801,744)      
Tax withholding related to vesting of restricted stock units (57,381)   (57,381)    
Ending balance (in shares) at Sep. 30, 2019   429,073,808      
Ending balance at Sep. 30, 2019 $ 1,249,794 $ 0 $ 2,153,449 $ (2,387) $ (901,268)
v3.19.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
    
Square, Inc. (together with its subsidiaries, Square or the Company) creates tools that empower businesses, sellers and individuals to participate in the economy. Square enables sellers to accept card payments and also provides reporting and analytics, and next-day settlement. Square’s point-of-sale software and other business services help sellers manage inventory, locations, and employees; access financing; engage buyers; build a website or online store; and grow sales. Cash App is an easy way to send, spend, and store money. In July 2019, the Company entered into a definitive agreement to sell the Caviar business, a food ordering service, which closed on October 31, 2019. Square was founded in 2009 and is headquartered in San Francisco, with offices in the United States, Canada, Japan, Australia, Ireland, and the UK.

Basis of Presentation
    
The accompanying interim condensed consolidated financial statements of the Company are unaudited. These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and the applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2018 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to state fairly the Company's consolidated financial position, results of operations, comprehensive income (loss), and cash flows for the interim periods. All intercompany transactions and balances have been eliminated in consolidation. The interim results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019, or for any other future annual or interim period.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be materially affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis.

Estimates, judgments, and assumptions in these consolidated financial statements include, but are not limited to, those related to revenue recognition, accrued transaction losses, valuation of the debt component of convertible senior notes, valuation of loans held for sale, goodwill, acquired intangible assets and deferred revenue, income and other taxes, operating and financing lease right-of-use assets and related liabilities, and share-based compensation.

Concentration of Credit Risk
    
For the three and nine months ended September 30, 2019 and 2018, the Company had no customer that accounted for greater than 10% of total net revenue.

The Company had three third-party payment processors that represented approximately 46%, 34%, and 9% of settlements receivable as of September 30, 2019. The same three parties represented approximately 45%, 33%, and 9% of settlements receivable as of December 31, 2018. All other third-party processors were insignificant.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable debt securities, settlements receivables, customer funds, and loans held for sale. The associated risk of concentration for cash and cash equivalents and restricted cash is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed federal deposit insurance limits. The associated risk of concentration for marketable debt securities is mitigated by holding a diversified portfolio of highly rated investments. Settlements receivable are amounts due from well-established payment processing companies and normally take one or two business days to settle which mitigates the associated risk of concentration. The associated risk of concentration for loans held for sale is partially mitigated by credit evaluations that are performed prior to facilitating the offering of loans and ongoing performance monitoring of the Company’s loan customers.

Assets Held for Sale

The Company classifies an asset group (‘asset’) as held for sale in the period that (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year (subject to certain events or circumstances), (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in general and administrative expenses in the period in which the held for sale criteria are met. Conversely, gains are generally not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation or amortization expense on the asset. The Company assesses the fair value of assets held for sale less any costs to sell at each reporting period until the asset is no longer classified as held for sale.

New Accounting Policies
The Company adopted Accounting Standards Codification (ASC) 842, Leases on January 1, 2019, and elected the optional transition method to apply the transition provisions from the effective date of adoption, which requires the Company to report the cumulative effect of the adoption of the standard on the date of adoption with no changes to the prior period balances. Pursuant to the practical expedients, the Company has elected not to reassess: (i) whether expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or, (iii) initial direct costs for any existing leases. The Company recognized $112.0 million of operating right-of-use lease assets and $135.6 million of operating lease liabilities on its consolidated balance sheet upon adoption of this standard. Additionally, the Company derecognized $149 million related to the build-to-suit asset and liability upon adoption of this standard because the Company is no longer deemed to be the owner of the related asset under construction under the new standard. Refer to Note 19 for further detail.

Except for the adoption of ASC 842, there have been no material changes to the Company’s accounting policies during the nine months ended September 30, 2019, as compared to the accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13,Financial Instruments - Credit Losses, which requires the measurement and recognition of expected credit losses for financial assets held. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available for sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company intends to adopt this guidance effective January 1, 2020. The Company’s preliminary conclusion is that the new guidance will not have a material impact on the balances reported on its consolidated financial statements. The Company has also determined that allowances for credit losses associated with its available for sale debt securities would be immaterial. Upon adoption of this guidance, the Company will expand its disclosures to discuss how it develops its expected credit loss estimates, the methodology applied to estimate the allowance for credit losses, and the factors that influence the Company's estimates. For available for sale debt securities with unrealized losses where the Company
concludes that an allowance for credit losses is not necessary, the Company will expand its disclosures of the associated fair value of such securities as well as the basis for conclusions that an allowance for credit losses was not necessary.


In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The new guidance eliminates the requirement to calculate the implied fair value of goodwill assuming a hypothetical purchase price allocation (i.e., Step 2 of the goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value, not to exceed the carrying amount of goodwill. This standard should be adopted when the Company performs its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The amendments should be applied on a prospective basis. The Company intends to adopt this guidance effective with its 2019 annual goodwill impairment test which it performs as of December 31. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements and related disclosures.

In July 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, which will remove, modify, and add disclosure requirements for fair value measurements to improve the overall usefulness of such disclosures. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for any removed or modified disclosure requirements. Transition is on a prospective basis for the new and modified disclosures, and on a retrospective basis for disclosures that have been eliminated. The Company currently does not intend to early adopt any portion of this disclosure guidance. The Company is currently evaluating the impact this guidance may have on the consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which is intended to align the requirements for capitalization of implementation costs incurred in a cloud computing arrangement that is a service contract with the existing guidance for internal-use software. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The guidance provides flexibility in adoption, allowing for either retrospective adjustment or prospective adjustment for all implementation costs incurred after the date of adoption. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements and related disclosures.
v3.19.3
REVENUE
9 Months Ended
Sep. 30, 2019
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE

The following table presents the Company's revenue disaggregated by revenue source (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Revenue from Contracts with Customers:
 
 
 
 
 
 
 
Transaction-based revenue
$
816,622

 
$
655,384

 
$
2,248,894

 
$
1,803,649

Subscription and services-based revenue
239,895

 
141,752

 
645,588

 
330,637

Hardware revenue
21,766

 
17,558

 
62,238

 
50,337

Bitcoin revenue
148,285

 
42,963

 
338,898

 
114,074

Revenue from other sources:
 
 
 
 
 
 
 
Subscription and services-based revenue
$
39,906

 
$
24,451

 
$
104,453

 
$
66,952



The deferred revenue balances were as follows (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Deferred revenue, beginning of the period
$
44,812

 
$
27,155

 
$
36,451

 
$
5,893

Less: cumulative impact of the adoption of ASC 606

 

 

 
(4,303
)
Deferred revenue, beginning of the period, as adjusted
44,812

 
27,155

 
36,451

 
1,590

Deferred revenue, end of the period
45,263

 
33,614

 
45,263

 
33,614

Deferred revenue arising from business combination

 
22,800

 

 
22,800

Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period
$
12,656

 
$
10,165

 
$
28,280

 
$
1,539


v3.19.3
INVESTMENTS
9 Months Ended
Sep. 30, 2019
Investments, Debt and Equity Securities [Abstract]  
INVESTMENTS INVESTMENTS

The Company's short-term and long-term investments as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
132,217

 
$
257

 
$
(126
)
 
$
132,348

Corporate bonds
55,399

 
194

 
(92
)
 
55,501

Commercial paper
2,245

 

 

 
2,245

Municipal securities
2,713

 
5

 
(49
)
 
2,669

U.S. government securities
351,592

 
317

 
(192
)
 
351,717

Foreign securities
13,214

 

 
(38
)
 
13,176

Total
$
557,380

 
$
773

 
$
(497
)
 
$
557,656

 
 
 
 
 
 
 
 
Long-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
87,848

 
$
219

 
$
(164
)
 
$
87,903

Corporate bonds
185,675

 
286

 
(398
)
 
185,563

Municipal securities
12,668

 
12

 
(98
)
 
12,582

U.S. government securities
250,434

 
267

 
(436
)
 
250,265

Foreign securities
28,264

 
6

 
(75
)
 
28,195

Total
$
564,889

 
$
790

 
$
(1,171
)
 
$
564,508


The Company's short-term and long-term investments as of December 31, 2018 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
80,160

 
$
32

 
$
(70
)
 
$
80,122

Corporate bonds
109,807

 
80

 
(368
)
 
109,519

Municipal securities
27,839

 
52

 
(59
)
 
27,832

U.S. government securities
292,615

 
161

 
(509
)
 
292,267

Foreign securities
31,263

 
4

 
(16
)
 
31,251

Total
$
541,684

 
$
329

 
$
(1,022
)
 
$
540,991

 
 
 
 
 
 
 
 
Long-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
114,444

 
$
194

 
$
(78
)
 
$
114,560

Corporate bonds
159,783

 
419

 
(950
)
 
159,252

Municipal securities
28,453

 
167

 
(26
)
 
28,594

U.S. government securities
153,743

 
553

 
(172
)
 
154,124

Foreign securities
8,122

 
28

 

 
8,150

Total
$
464,545

 
$
1,361

 
$
(1,226
)
 
$
464,680



For the periods presented, gains or losses realized on the sale of investments were not material. Investments are reviewed periodically to identify possible other-than-temporary impairments. As the Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired for any of the periods presented.

The amortized cost of investments classified as cash equivalents approximated the fair value due to the short-term nature of the investments.

The contractual maturities of the Company's short-term and long-term investments as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Fair Value
Due in one year or less
$
557,380

 
$
557,656

Due in one to five years
564,889

 
564,508

Total
$
1,122,269

 
$
1,122,164


CUSTOMER FUNDS

The following table presents the assets underlying customer funds (in thousands):

 
September 30,
2019
 
December 31,
2018
Cash
$
407,719

 
$
158,697

Cash Equivalents:
 
 
 
Money market funds
388

 
18

U.S. agency securities
21,667

 
39,991

U.S. government securities
6,999

 
35,349

Short-term debt securities:
 
 
 
U.S. agency securities
1,654

 
27,291

U.S. government securities
222,172

 
72,671

Total
$
660,599

 
$
334,017



The Company's investments within customer funds as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
1,657

 
$

 
$
(3
)
 
$
1,654

U.S. government securities
222,193

 
39

 
(60
)
 
222,172

Total
$
223,850

 
$
39

 
$
(63
)
 
$
223,826




The Company's investments within customer funds as of December 31, 2018 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
27,293

 
$
2

 
$
(4
)
 
$
27,291

U.S. government securities
72,662

 
12

 
(3
)
 
72,671

Total
$
99,955

 
$
14

 
$
(7
)
 
$
99,962



For the periods presented, gains or losses realized on the sale of investments were not material. Investments are reviewed periodically to identify possible other-than-temporary impairments. As the Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired for any of the periods presented.

The amortized cost of investments classified as cash equivalents approximated the fair value due to the short-term nature of the investments.

The contractual maturities of the Company's investments within customer funds as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Fair Value
Due in one year or less
$
223,850

 
$
223,826

Total
$
223,850

 
$
223,826


v3.19.3
CUSTOMER FUNDS
9 Months Ended
Sep. 30, 2019
Investments, Debt and Equity Securities [Abstract]  
CUSTOMER FUNDS INVESTMENTS

The Company's short-term and long-term investments as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
132,217

 
$
257

 
$
(126
)
 
$
132,348

Corporate bonds
55,399

 
194

 
(92
)
 
55,501

Commercial paper
2,245

 

 

 
2,245

Municipal securities
2,713

 
5

 
(49
)
 
2,669

U.S. government securities
351,592

 
317

 
(192
)
 
351,717

Foreign securities
13,214

 

 
(38
)
 
13,176

Total
$
557,380

 
$
773

 
$
(497
)
 
$
557,656

 
 
 
 
 
 
 
 
Long-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
87,848

 
$
219

 
$
(164
)
 
$
87,903

Corporate bonds
185,675

 
286

 
(398
)
 
185,563

Municipal securities
12,668

 
12

 
(98
)
 
12,582

U.S. government securities
250,434

 
267

 
(436
)
 
250,265

Foreign securities
28,264

 
6

 
(75
)
 
28,195

Total
$
564,889

 
$
790

 
$
(1,171
)
 
$
564,508


The Company's short-term and long-term investments as of December 31, 2018 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
80,160

 
$
32

 
$
(70
)
 
$
80,122

Corporate bonds
109,807

 
80

 
(368
)
 
109,519

Municipal securities
27,839

 
52

 
(59
)
 
27,832

U.S. government securities
292,615

 
161

 
(509
)
 
292,267

Foreign securities
31,263

 
4

 
(16
)
 
31,251

Total
$
541,684

 
$
329

 
$
(1,022
)
 
$
540,991

 
 
 
 
 
 
 
 
Long-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
114,444

 
$
194

 
$
(78
)
 
$
114,560

Corporate bonds
159,783

 
419

 
(950
)
 
159,252

Municipal securities
28,453

 
167

 
(26
)
 
28,594

U.S. government securities
153,743

 
553

 
(172
)
 
154,124

Foreign securities
8,122

 
28

 

 
8,150

Total
$
464,545

 
$
1,361

 
$
(1,226
)
 
$
464,680



For the periods presented, gains or losses realized on the sale of investments were not material. Investments are reviewed periodically to identify possible other-than-temporary impairments. As the Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired for any of the periods presented.

The amortized cost of investments classified as cash equivalents approximated the fair value due to the short-term nature of the investments.

The contractual maturities of the Company's short-term and long-term investments as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Fair Value
Due in one year or less
$
557,380

 
$
557,656

Due in one to five years
564,889

 
564,508

Total
$
1,122,269

 
$
1,122,164


CUSTOMER FUNDS

The following table presents the assets underlying customer funds (in thousands):

 
September 30,
2019
 
December 31,
2018
Cash
$
407,719

 
$
158,697

Cash Equivalents:
 
 
 
Money market funds
388

 
18

U.S. agency securities
21,667

 
39,991

U.S. government securities
6,999

 
35,349

Short-term debt securities:
 
 
 
U.S. agency securities
1,654

 
27,291

U.S. government securities
222,172

 
72,671

Total
$
660,599

 
$
334,017



The Company's investments within customer funds as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
1,657

 
$

 
$
(3
)
 
$
1,654

U.S. government securities
222,193

 
39

 
(60
)
 
222,172

Total
$
223,850

 
$
39

 
$
(63
)
 
$
223,826




The Company's investments within customer funds as of December 31, 2018 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
27,293

 
$
2

 
$
(4
)
 
$
27,291

U.S. government securities
72,662

 
12

 
(3
)
 
72,671

Total
$
99,955

 
$
14

 
$
(7
)
 
$
99,962



For the periods presented, gains or losses realized on the sale of investments were not material. Investments are reviewed periodically to identify possible other-than-temporary impairments. As the Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired for any of the periods presented.

The amortized cost of investments classified as cash equivalents approximated the fair value due to the short-term nature of the investments.

The contractual maturities of the Company's investments within customer funds as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Fair Value
Due in one year or less
$
223,850

 
$
223,826

Total
$
223,850

 
$
223,826


v3.19.3
FAIR VALUE OF FINANCIAL INSTRUMENTS
9 Months Ended
Sep. 30, 2019
Fair Value Disclosures [Abstract]  
FAIR VALUE OF FINANCIAL INSTRUMENTS FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures its cash equivalents, customer funds, short-term and long-term marketable debt securities, and marketable equity investments at fair value. The Company classifies these investments within Level 1 or Level 2 of the fair value hierarchy because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are classified as follows (in thousands):
 
September 30, 2019
 
December 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Cash Equivalents:
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$
304,690

 
$

 
$

 
$
218,109

 
$

 
$

U.S. agency securities

 
40,410

 

 

 
46,423

 

Time deposits
10,146

 

 

 

 

 

U.S. government securities
23,963

 

 

 

 

 

Municipal securities

 

 

 
86,239

 

 

Foreign securities

 

 

 

 
23,981

 

Customer funds:
 
 
 
 
 
 
 
 
 
 
 
Money market funds
388

 

 

 
18

 

 

U.S. agency securities

 
23,321

 

 

 
67,282

 

U.S. government securities
229,171

 

 

 
108,020

 

 

Short-term debt securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. agency securities

 
132,348

 

 

 
80,122

 

Corporate bonds

 
55,501

 

 

 
109,519

 

Commercial paper

 
2,245

 

 

 

 

Municipal securities

 
2,669

 

 

 
27,832

 

U.S. government securities
351,717

 

 

 
292,267

 

 

Foreign securities

 
13,176

 

 

 
31,251

 

Long-term debt securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. agency securities

 
87,903

 

 

 
114,560

 

Corporate bonds

 
185,563

 

 

 
159,252

 

Municipal securities

 
12,582

 

 

 
28,594

 

U.S. government securities
250,265

 

 

 
154,124

 

 

Foreign securities

 
28,195

 

 

 
8,150

 

Other:
 
 
 
 
 
 
 
 
 
 
 
Marketable equity investment
28,875

 

 

 
45,342

 

 

Total
$
1,199,215

 
$
583,913

 
$

 
$
904,119

 
$
696,966

 
$



The carrying amounts of certain financial instruments, including settlements receivable, accounts payable, customers payable, accrued expenses and settlements payable, approximate their fair values due to their short-term nature.

The Company estimates the fair value of its convertible senior notes based on their last actively traded prices (Level 1) or market observable inputs (Level 2). The estimated fair value and carrying value of the convertible senior notes were as follows (in thousands):
 
September 30, 2019
 
December 31, 2018
 
Carrying Value
 
Fair Value (Level 2)
 
Carrying Value
 
Fair Value (Level 2)
2023 Notes
$
740,921

 
$
961,092

 
$
718,522

 
$
901,468

2022 Notes
187,948

 
575,661

 
181,173

 
515,693

Total
$
928,869

 
$
1,536,753

 
$
899,695

 
$
1,417,161



The estimated fair value and carrying value of loans held for sale is as follows (in thousands):

 
September 30, 2019
 
December 31, 2018
 
Carrying Value
 
Fair Value (Level 3)
 
Carrying Value
 
Fair Value (Level 3)
Loans held for sale
$
120,776

 
$
126,218

 
$
89,974

 
$
93,064

Total
$
120,776

 
$
126,218

 
$
89,974

 
$
93,064



For the three and nine months ended September 30, 2019, the Company recorded a charge for the excess of amortized cost over fair value of the loans of $5.3 million and $18.4 million, respectively. For the three and nine months ended September 30, 2018, the Company recorded a charge for the excess of amortized cost over fair value of the loans of $3.3 million and $9.0 million, respectively.
If applicable, the Company will recognize transfers into and out of levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the three and nine months ended September 30, 2019 and 2018, the Company did not have any transfers in or out of Level 1, Level 2, or Level 3 assets or liabilities.
v3.19.3
PROPERTY AND EQUIPMENT, NET
9 Months Ended
Sep. 30, 2019
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET PROPERTY AND EQUIPMENT, NET
The following is a summary of property and equipment, less accumulated depreciation and amortization (in thousands):    

September 30,
2019

December 31,
2018
Leasehold improvements
$
108,980

 
$
107,611

Computer equipment
91,464


80,093

Capitalized software
76,656

 
58,908

Office furniture and equipment
23,284


20,699

 
300,384

 
267,311

Less: Accumulated depreciation and amortization
(166,350
)

(124,909
)
Property and equipment, net
$
134,034

 
$
142,402


Depreciation and amortization expense on property and equipment was $15.3 million and $45.6 million for the three and nine months ended September 30, 2019, respectively. Depreciation and amortization expense on property and equipment was $11.7 million and $29.2 million for the three and nine months ended September 30, 2018, respectively.
v3.19.3
ACQUISITIONS
9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
ACQUISITIONS ACQUISITIONS
Weebly, Inc.
On May 31, 2018, the Company acquired 100% of the outstanding shares of Weebly, Inc., a technology company that offers customers website hosting and domain name registration solutions. The acquisition of Weebly enabled the Company to combine Weebly’s web presence tools with the Company's in-person and online offerings to create a cohesive solution for sellers to start or grow an omnichannel business. The acquisition expanded the Company’s customer base globally and added a new recurring revenue stream.

The purchase consideration was comprised of $132.4 million in cash and 2,418,271 shares of the Company’s Class A common stock with an aggregate fair value of $140.1 million based on the closing price of the Company’s Class A common stock on the acquisition date. As part of the acquisition, the Company paid an aggregate of $17.7 million in cash and shares to settle outstanding vested and unvested employee options, of which $2.6 million was accounted for as post-combination compensation expense and is excluded from the purchase consideration. Third-party acquisition-related costs were insignificant. The results of Weebly's operations have been included in the consolidated financial statements since the closing date.
The acquisition was accounted for as a business combination. This method requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date and that the difference between the fair value of the consideration paid for the acquired entity and the fair value of the net assets acquired be recorded as goodwill, which is not amortized but is tested at least annually for impairment.
The table below summarizes the consideration paid for Weebly and the preliminary assessment of the fair value of the assets acquired and liabilities assumed at the closing date (in thousands, except share data).
Consideration:
 
Cash
$
132,432

Stock (2,418,271 shares of Class A common stock)
140,107

 
$
272,539

Recognized amounts of identifiable assets acquired and liabilities assumed:
 
Current assets (inclusive of cash acquired of $25,758)
$
46,978

Intangible customer assets
42,700

Intangible technology assets
14,900

Intangible trade name
11,300

Intangible other assets
961

Total liabilities assumed (including deferred revenue of $22,800)
(37,509
)
Total identifiable net assets acquired
79,330

Goodwill
193,209

Total
$
272,539


The Company had prepared an initial determination of the fair value of the assets acquired and liabilities assumed as of the acquisition date using preliminary information. Subsequently, the Company recognized measurement period adjustments to the purchase consideration and the fair value of certain liabilities assumed as a result of further refinements in the Company’s estimates. These adjustments were prospectively applied. The effect of these adjustments on the preliminary purchase price allocation was an increase in goodwill and tax liabilities assumed of $3.7 million and $4.7 million, respectively. There was no impact to the consolidated statements of operations as result of these adjustments.
As of September 30, 2019, $19.4 million of cash and 363,266 shares of the total consideration were withheld as security for indemnification obligations related to general representations and warranties, in addition to certain potential tax exposures.
Goodwill from the Weebly acquisition is primarily attributable to the value of expected synergies created by incorporating Weebly solutions into the Company's technology platform and the value of the assembled workforce. None of the goodwill generated from the Weebly acquisition or the acquired intangible assets are expected to be deductible for tax purposes. Additionally, the acquisition would have resulted in recognition of deferred tax assets arising mainly from the net of deferred tax assets from acquired net operating losses (NOLs) and research and development credits, and deferred tax liabilities associated with intangible assets and deferred revenue. However, the realization of such deferred tax assets depends primarily on the Company's post-acquisition ability to generate taxable income in future periods. Accordingly, a valuation allowance was recorded against the net acquired deferred tax asset in accounting for the acquisition.

The acquisition of Weebly did not have a material impact on the Company's reported revenue or net loss amounts for any period presented. Accordingly, pro forma financial information has not been presented.

Other acquisitions

The Company spent an aggregate of $20.4 million, net of cash acquired, in connection with other immaterial acquisitions during the nine months ended September 30, 2019, which resulted in the recognition of additional intangible assets and goodwill. Pro forma financial information has not been presented for any of our acquisitions as the impact to our consolidated financial statements was not material.
v3.19.3
ASSETS AND LIABILITIES HELD FOR SALE
9 Months Ended
Sep. 30, 2019
Discontinued Operations and Disposal Groups [Abstract]  
ASSETS AND LIABILITIES HELD FOR SALE ASSETS AND LIABILITIES HELD FOR SALE

On July 31, 2019, the Company entered into a definitive agreement with DoorDash, Inc. for the sale of the Company’s Caviar business, which offers food ordering and delivery services to customers. The transaction closed on October 31, 2019 and the Company received $410 million in gross proceeds comprised of $310 million in cash and $100 million of DoorDash, Inc.'s preferred stock.The Company agreed to indemnify DoorDash for potential losses and costs that may arise from certain legal and other matters. The Caviar business is a small component of the Company's overall business comprising less than 5% of the Company's consolidated total assets and revenues. The sale is in line with the Company's strategy of focusing investment on its larger and growing managed payments and Cash App businesses. Accordingly the sale of the Caviar business does not represent a strategic shift that will have a major effect on the Company's operations and financial results, and does not therefore qualify for reporting as a discontinued operation. The carrying values of the assets and liabilities to be held for sale were reported within other current assets and other current liabilities on the consolidated balance sheets.

The following table summarizes the carrying values of the assets and liabilities classified as held for sale as of September 30, 2019 (in thousands):

 
Balance at September 30, 2019
Assets held for sale
 
Intangible assets
$
7,582

Goodwill
4,186

Property and equipment, net
1,098

Operating lease right-of-use assets
791

Total assets held for sale, included within other assets
13,657

 
 
Liabilities held for sale
 
Operating lease liabilities, current
754

Net assets held for sale
$
12,903


v3.19.3
GOODWILL
9 Months Ended
Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL GOODWILL

Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets acquired.

The change in carrying value of goodwill in the period was as follows (in thousands):
Balance at December 31, 2018
$
261,705

Acquisitions
10,832

Transfer to assets held for sale (Note 8)
(4,186
)
Other adjustments
(2,377
)
Balance at September 30, 2019
$
265,974



The Company performs a goodwill impairment test annually on December 31 and more frequently if events and circumstances indicate that the asset might be impaired. For the periods presented, the Company had recorded no impairment charges.
v3.19.3
ACQUIRED INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
ACQUIRED INTANGIBLE ASSETS ACQUIRED INTANGIBLE ASSETS    

During the three and nine months ended September 30, 2019, the Company did not make any material acquisitions.
    
The following table presents the detail of acquired intangible assets as of the periods presented (in thousands):
 
Balance at September 30, 2019
Cost
 
Accumulated Amortization
 
Net
Technology assets
54,630

 
(30,682
)
 
23,948

Customer assets
44,045

 
(6,089
)
 
37,956

Trade name
11,300

 
(3,767
)
 
7,533

Other
5,299

 
(1,943
)
 
3,356

Total
$
115,274

 
$
(42,481
)
 
$
72,793


 
Balance at December 31, 2018
Cost
 
Accumulated Amortization
 
Net
Technology assets
$
45,978

 
$
(28,420
)
 
$
17,558

Customer assets
57,109

 
(8,068
)
 
49,041

Trade name
11,300

 
(1,648
)
 
9,652

Other
2,246

 
(1,395
)
 
851

Total
$
116,633

 
$
(39,531
)
 
$
77,102



All intangible assets are amortized over their estimated useful lives. The weighted average amortization periods for acquired technology, customer intangible assets, and acquired trade name are approximately 5 years, 12 years and 4 years, respectively.

The changes to the carrying value of intangible assets were as follows (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Acquired intangible assets, net, beginning of the period
$
84,216

 
$
85,514

 
$
77,102

 
$
14,334

Acquisitions

 

 
14,559

 
75,871

Amortization expense
(3,841
)
 
(4,384
)
 
(11,286
)
 
(9,075
)
Transfer to assets held for sale (Note 8)
(7,582
)
 

 
(7,582
)
 

Acquired intangible assets, net, end of the period
$
72,793

 
$
81,130

 
$
72,793

 
$
81,130



The total estimated future amortization expense of these intangible assets as of September 30, 2019 is as follows (in thousands):
2019 (remaining 3 months)
$
3,714

2020
12,800

2021
11,829

2022
10,134

2023
8,917

Thereafter
25,399

Total
$
72,793


v3.19.3
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT)
9 Months Ended
Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT)
Other Current Assets
The following table presents the detail of other current assets (in thousands):
    
 
September 30,
2019
 
December 31,
2018
Inventory, net
$
44,690

 
$
28,627

Processing costs receivable
63,652

 
46,102

Prepaid expenses
17,341

 
21,782

Accounts receivable, net
37,564

 
22,393

Assets held for sale (Note 8)
13,657

 

Other
38,902

 
46,062

Total
$
215,806

 
$
164,966


Accrued Expenses
The following table presents the detail of accrued expenses (in thousands):    
 
September 30,
2019
 
December 31,
2018
Accrued facilities expenses
$
21,302

 
$
13,040

Accrued payroll
21,313

 
9,612

Accrued advertising and other marketing
20,070

 
12,201

Processing costs payable
13,199

 
12,683

Accrued non income tax liabilities
8,383

 
9,503

Other accrued liabilities
39,738

 
25,315

Total
$
124,005

 
$
82,354



Other Current Liabilities
The following table presents the detail of other current liabilities (in thousands):    
    
 
September 30,
2019
 
December 31,
2018
Accounts payable
$
37,156

 
$
36,416

Deferred revenue, current
39,025

 
31,474

Square Capital payable (i)
5,851

 
6,092

Square Payroll payable (ii)
13,304

 
7,534

Other
12,731

 
17,637

Total
$
108,067

 
$
99,153



(i) Square Capital payable represents unpaid amounts arising from the purchase of loans or loan repayments collected on behalf of third parties.

(ii) Square Payroll payable represents amounts received from Square Payroll product customers that will be utilized to settle the customers' employee payroll and related obligations.
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT)

Other Non-Current Assets

The following table presents the detail of other non-current assets (in thousands):

 
September 30,
2019
 
December 31,
2018
Marketable equity investment (i)
$
28,875

 
$
45,342

Non-current lease prepayments
34,199

 

Other
18,252

 
13,051

Total
$
81,326

 
$
58,393


(i) This balance represents the Company's investment in Class B common shares of Eventbrite, Inc. (Eventbrite). The investment is carried at fair value with changes in fair value being recorded on the consolidated statement of operations. During the three and nine months ended September 30, 2019, the Company recorded a gain of $2.5 million and a loss of $16.5 million,
respectively, to other expense (income), net on the consolidated statements of operations arising from revaluation of this investment.
    

Other Non-Current Liabilities
The following table presents the detail of other non-current liabilities (in thousands):
 
September 30,
2019
 
December 31,
2018
Statutory liabilities (i)
$
51,623

 
$
54,748

Deferred rent, non-current (ii)

 
23,003

Deferred revenue, non-current
6,238

 
4,977

Other
12,622

 
10,558

Total
$
70,483

 
$
93,286



(i) Statutory liabilities represent loss contingencies that may arise from the Company's interpretation and application of certain guidelines and rules issued by various federal, state, local, and foreign regulatory authorities.

(ii) The adoption of ASC 842 on January 1, 2019 resulted in the reclassification of deferred rent as an offset to right-of-use lease assets.
v3.19.3
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT)
9 Months Ended
Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT) OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT)
Other Current Assets
The following table presents the detail of other current assets (in thousands):
    
 
September 30,
2019
 
December 31,
2018
Inventory, net
$
44,690

 
$
28,627

Processing costs receivable
63,652

 
46,102

Prepaid expenses
17,341

 
21,782

Accounts receivable, net
37,564

 
22,393

Assets held for sale (Note 8)
13,657

 

Other
38,902

 
46,062

Total
$
215,806

 
$
164,966


Accrued Expenses
The following table presents the detail of accrued expenses (in thousands):    
 
September 30,
2019
 
December 31,
2018
Accrued facilities expenses
$
21,302

 
$
13,040

Accrued payroll
21,313

 
9,612

Accrued advertising and other marketing
20,070

 
12,201

Processing costs payable
13,199

 
12,683

Accrued non income tax liabilities
8,383

 
9,503

Other accrued liabilities
39,738

 
25,315

Total
$
124,005

 
$
82,354



Other Current Liabilities
The following table presents the detail of other current liabilities (in thousands):    
    
 
September 30,
2019
 
December 31,
2018
Accounts payable
$
37,156

 
$
36,416

Deferred revenue, current
39,025

 
31,474

Square Capital payable (i)
5,851

 
6,092

Square Payroll payable (ii)
13,304

 
7,534

Other
12,731

 
17,637

Total
$
108,067

 
$
99,153



(i) Square Capital payable represents unpaid amounts arising from the purchase of loans or loan repayments collected on behalf of third parties.

(ii) Square Payroll payable represents amounts received from Square Payroll product customers that will be utilized to settle the customers' employee payroll and related obligations.
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT)

Other Non-Current Assets

The following table presents the detail of other non-current assets (in thousands):

 
September 30,
2019
 
December 31,
2018
Marketable equity investment (i)
$
28,875

 
$
45,342

Non-current lease prepayments
34,199

 

Other
18,252

 
13,051

Total
$
81,326

 
$
58,393


(i) This balance represents the Company's investment in Class B common shares of Eventbrite, Inc. (Eventbrite). The investment is carried at fair value with changes in fair value being recorded on the consolidated statement of operations. During the three and nine months ended September 30, 2019, the Company recorded a gain of $2.5 million and a loss of $16.5 million,
respectively, to other expense (income), net on the consolidated statements of operations arising from revaluation of this investment.
    

Other Non-Current Liabilities
The following table presents the detail of other non-current liabilities (in thousands):
 
September 30,
2019
 
December 31,
2018
Statutory liabilities (i)
$
51,623

 
$
54,748

Deferred rent, non-current (ii)

 
23,003

Deferred revenue, non-current
6,238

 
4,977

Other
12,622

 
10,558

Total
$
70,483

 
$
93,286



(i) Statutory liabilities represent loss contingencies that may arise from the Company's interpretation and application of certain guidelines and rules issued by various federal, state, local, and foreign regulatory authorities.

(ii) The adoption of ASC 842 on January 1, 2019 resulted in the reclassification of deferred rent as an offset to right-of-use lease assets.
v3.19.3
INDEBTEDNESS
9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
INDEBTEDNESS INDEBTEDNESS

Revolving Credit Facility

In November 2015, the Company entered into a revolving credit agreement with certain lenders, which extinguished the prior revolving credit agreement and provided for a $375.0 million revolving secured credit facility maturing in November 2020. This revolving credit agreement is secured by certain tangible and intangible assets.

Loans under the credit facility bear interest at the Company’s option of (i) a base rate based on the highest of the prime rate, the federal funds rate plus 0.50%, and an adjusted LIBOR rate for a one-month interest period, in each case plus a margin ranging from 0.00% to 1.00%, or (ii) an adjusted LIBOR rate plus a margin ranging from 1.00% to 2.00%. This margin is determined based on the Company’s total leverage ratio for the preceding four fiscal quarters. The Company is obligated to pay other customary fees for a credit facility of this size and type including an annual administrative agent fee of $0.1 million and an unused commitment fee of 0.15%. To date no funds have been drawn under the credit facility, with $375.0 million remaining available. The Company paid $0.1 million and $0.4 million in unused commitment fees during both the three and nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, the Company was in compliance with all financial covenants associated with this credit facility.

Convertible Senior Notes due in 2023

On May 25, 2018, the Company issued an aggregate principal amount of $862.5 million of convertible senior notes (2023 Notes). The 2023 Notes mature on May 15, 2023, unless earlier converted or repurchased, and bear interest at a rate of 0.50% payable semi-annually on May 15 and November 15 of each year. The 2023 Notes are convertible at an initial conversion rate of 12.8456 shares of the Company's Class A common stock per $1,000 principal amount of 2023 Notes, which is equivalent to an initial conversion price of approximately $77.85 per share of Class A common stock. Holders may convert their 2023 Notes at any time prior to the close of business on the business day immediately preceding February 15, 2023 only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the indenture governing the 2023 Notes) per $1,000 principal amount of 2023 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2023 Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. On or after February 15, 2023, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2023 Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The Company's current policy is to settle conversions entirely in shares of the Company's Class A common stock. The Company will reevaluate this policy from time to time as conversion notices are received from holders of the 2023 Notes. The circumstances required to allow the holders to convert their 2023 Notes were not met during the nine months ended September 30, 2019.

In accounting for the issuance of the 2023 Notes, the Company separated the 2023 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $155.3 million and was determined by deducting the fair value of the liability component from the par value of the 2023 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount ("debt discount") is amortized to interest expense over the term of the 2023 Notes at an effective interest rate of 4.69% over the contractual terms of the 2023 Notes.

Debt issuance costs related to the 2023 Notes comprised of discounts and commissions payable to the initial purchasers of $6.0 million and third party offering costs of $0.8 million. The Company allocated the total amount incurred to the liability and equity components of the 2023 Notes based on their relative values. Issuance costs attributable to the liability component were $5.6 million and will be amortized to interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity.

Convertible Senior Notes due in 2022

On March 6, 2017, the Company issued an aggregate principal amount of $440.0 million of convertible senior notes (2022 Notes). The 2022 Notes mature on March 1, 2022, unless earlier converted or repurchased, and bear interest at a rate of 0.375% payable semi-annually on March 1 and September 1 of each year. The 2022 Notes are convertible at an initial conversion rate of 43.5749 shares of the Company's Class A common stock per $1,000 principal amount of 2022 Notes, which is equivalent to an initial conversion price of approximately $22.95 per share of Class A common stock. Holders may convert their 2022 Notes at any time prior to the close of business on the business day immediately preceding December 1, 2021 only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the indenture governing the 2022 Notes) per $1,000 principal amount of 2022 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2022 Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. On or after December 1, 2021, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2022 Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The circumstances required to allow the holders to convert their 2022 Notes were met starting January 1, 2018 and continued to be met through September 30, 2019. In 2018, certain holders of the 2022 Notes converted an aggregate principal amount of $228.3 million of their Notes. The Company settled the conversions through a combination of $219.4 million in cash and issuance of 7.3 million shares of the Company's Class A common stock. Conversions in the nine months ended September 30, 2019 were not material. The Company currently expects to settle future conversions entirely in shares of the Company's Class A common stock. The Company will reevaluate this policy from time to time as conversion notices are received from holders of the 2022 Notes.

In accounting for the issuance of the 2022 Notes, the Company separated the 2022 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $86.2 million and was determined by deducting the fair value of the liability component from the par value of the 2022 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The debt discount is amortized to interest expense over the term of the 2022 Notes at an effective interest rate of 5.34% over the contractual terms of the 2022 Notes.

Debt issuance costs related to the 2022 Notes comprised of discounts and commissions payable to the initial purchasers of $11.0 million and third party offering costs of $0.8 million. The Company allocated the total amount incurred to the liability and equity components of the 2022 Notes based on their relative values. Issuance costs attributable to the liability component were $9.4 million and will be amortized to interest expense using the effective interest method over the contractual term.  Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity.

The debt component associated with the 2022 Notes that were converted as of December 31, 2018, was accounted for as an extinguishment of debt, with the Company recording loss on extinguishment of $5.0 million, as the difference between the estimated fair value and the carrying value of such 2022 Notes. The equity component associated with the 2022 Notes that were converted was accounted for as a reacquisition of equity upon the conversion of such 2022 Notes. Accordingly, the excess of the fair value of the consideration issued to settle the conversion over the fair value of the debt component of $21.0 million was accounted for as a reduction to the additional paid in capital.


The net carrying amount of the Notes were as follows (in thousands):

 
Principal outstanding
 
Unamortized debt discount
 
Unamortized debt issuance costs
 
Net carrying value
September 30, 2019
 
 
 
 
 
 
 
2023 Notes
$
862,500

 
$
(117,932
)
 
$
(3,647
)
 
$
740,921

2022 Notes
211,726

 
(21,400
)
 
(2,378
)
 
187,948

Total
$
1,074,226

 
$
(139,332
)
 
$
(6,025
)
 
$
928,869

 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
2023 Notes
$
862,500

 
$
(138,924
)
 
$
(5,054
)
 
$
718,522

2022 Notes
211,728

 
(27,569
)
 
(2,986
)
 
181,173

 
$
1,074,228

 
$
(166,493
)
 
$
(8,040
)
 
$
899,695



The net carrying amount of the equity component of the 2023 Notes and 2022 Notes were as follows (in thousands):

 
Amount allocated to conversion option
 
Less: allocated issuance costs
 
Equity component, net
September 30, 2019 and December 31, 2018
 
 
 
 
 
2023 Notes
$
155,250

 
$
(1,231
)
 
$
154,019

2022 Notes
41,481

 
(1,108
)
 
40,373

Total
$
196,731

 
$
(2,339
)
 
$
194,392




The Company recognized interest expense on the Notes as follows (in thousands, except for percentages):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Contractual interest expense
$
1,277

 
$
1,469

 
$
3,831

 
$
2,732

Amortization of debt discount and issuance costs
9,843

 
11,627

 
29,176

 
22,850

Total
$
11,120

 
$
13,096

 
$
33,007

 
$
25,582



The effective interest rate of the liability component is 4.69% and 5.34% for the 2023 Notes and 2022 Notes, respectively.

Convertible Note Hedge and Warrant Transactions

In connection with the offering of the 2023 Notes, the Company entered into convertible note hedge transactions (2023 convertible note hedges) with certain financial institution counterparties (2018 Counterparties) whereby the Company has the option to purchase a total of approximately 11.1 million shares of its Class A common stock at a price of approximately $77.85 per share. The total cost of the 2023 convertible note hedge transactions was $172.6 million. In addition, the Company sold warrants (2023 warrants) to the 2018 Counterparties whereby the 2018 Counterparties have the option to purchase a total of 11.1 million shares of the Company’s Class A common stock at a price of approximately $109.26 per share. The Company received $112.1 million in cash proceeds from the sale of the 2023 warrants. Taken together, the purchase of the 2023 convertible note hedges and sale of the 2023 warrants are intended to reduce dilution from the conversion of the 2023 Notes and/or offset
any cash payments the Company is required to make in excess of the principal amount of the converted 2023 Notes, as the case may be, and to effectively increase the overall conversion price from approximately $77.85 per share to approximately $109.26 per share. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2023 convertible note hedges and 2023 warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the 2023 convertible note hedge and 2023 warrant transactions were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets.

In connection with the offering of the 2022 Notes, the Company entered into convertible note hedge transactions (2022 convertible note hedges) with certain financial institution counterparties (2017 Counterparties) whereby the Company has the option to purchase a total of approximately 19.2 million shares of its Class A common stock at a price of approximately $22.95 per share. The total cost of the 2022 convertible note hedge transactions was $92.1 million. In addition, the Company sold warrants (2022 warrants) to the 2017 Counterparties whereby the 2017 Counterparties have the option to purchase a total of 19.2 million shares of the Company’s Class A common stock at a price of approximately $31.18 per share. The Company received $57.2 million in cash proceeds from the sale of the 2022 warrants. Taken together, the purchase of the 2022 convertible note hedges and sale of the 2022 warrants are intended to reduce dilution from the conversion of the 2022 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2022 Notes, as the case may be, and to effectively increase the overall conversion price from approximately $22.95 per share to approximately $31.18 per share. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2022 convertible note hedges and 2022 warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the 2022 convertible note hedge and 2022 warrant transactions were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. In 2018, the Company exercised a pro-rata portion of the 2022 convertible note hedges to offset the shares of the Company's Class A common stock issued to settle the conversion of the 2022 Notes discussed above. The 2022 convertible note hedges were net share settled, and the Company received 6.9 million shares of the Company's Class A common stock from the 2017 Counterparties in 2018. During the nine months ended September 30, 2019, the Company received an additional 0.3 million shares of the Company's Class A common stock.
v3.19.3
ACCRUED TRANSACTION LOSSES
9 Months Ended
Sep. 30, 2019
Product Warranties Disclosures [Abstract]  
ACCRUED TRANSACTION LOSSES ACCRUED TRANSACTION LOSSES
The Company is exposed to transaction losses due to chargebacks as a result of fraud or uncollectibility.
The following table summarizes the activities of the Company’s reserve for transaction losses (in thousands):
    
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Accrued transaction losses, beginning of the period
$
39,630

 
$
29,207

 
$
33,682

 
$
26,893

Provision for transaction losses
18,225

 
20,449

 
60,223

 
48,794

Charge-offs to accrued transaction losses
(20,436
)
 
(14,324
)
 
(56,486
)
 
(40,355
)
Accrued transaction losses, end of the period
$
37,419

 
$
35,332

 
$
37,419

 
$
35,332


v3.19.3
INCOME TAXES
9 Months Ended
Sep. 30, 2019
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company recorded an income tax expense of $2.6 million and $2.3 million for the three and nine months ended September 30, 2019, respectively, compared to income tax expense of $1.1 million and $1.8 million for the three and nine months ended September 30, 2018, respectively. The income tax expense recorded for the three and nine months ended September 30, 2019 was primarily due to state and foreign income tax expense offset by a change in the valuation allowance on the Company's deferred tax assets.

The Company’s effective tax rate was 8.1% and (17.1)% for the three and nine months ended September 30, 2019, respectively, compared to an effective tax rate of 5.1% and (22.0)% for the three and nine months ended September 30, 2018, respectively. The difference between the effective tax rate and the federal statutory tax rate for the three and nine months ended September 30, 2019 and September 30, 2018 primarily relates to tax losses in the U.S. and certain foreign jurisdictions for which no benefit can be taken.

The Company’s effective tax rate may be subject to fluctuation during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as the mix of forecasted pre-tax earnings in the various jurisdictions in which the Company operates, valuation allowances against deferred tax assets, the recognition and de-recognition of tax benefits related to uncertain tax positions, and changes in or the interpretation of tax laws in jurisdictions where the Company conducts business.

As of September 30, 2019, the Company retains a full valuation allowance on its deferred tax assets in the U.S. and certain foreign jurisdictions. The realization of the Company’s deferred tax assets depends primarily on its ability to generate taxable income in future periods. The amount of deferred tax assets considered realizable in future periods may change as management continues to reassess the underlying factors it uses in estimating future taxable income.

The tax provision for the three and nine months ended September 30, 2019 and September 30, 2018, was calculated on a jurisdictional basis. The Company estimated the foreign income tax provision using the effective income tax rate expected to be applicable for the full year.

v3.19.3
STOCKHOLDERS' EQUITY
9 Months Ended
Sep. 30, 2019
Share-based Payment Arrangement [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Common Stock

The Company has authorized the issuance of Class A common stock and Class B common stock. Holders of shares of Class A common stock are entitled to one vote per share, while holders of shares of Class B common stock are entitled to ten votes per share.  Shares of the Company's Class B common stock are convertible into an equivalent number of shares of its Class A common stock and generally convert into shares of its Class A common stock upon transfer. The holders of Class A common stock and Class B common stock have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Class A common stock and Class B common stock are referred to as "common stock" throughout these Notes to the Condensed Consolidated Financial Statements, unless otherwise noted. As of September 30, 2019, the Company was authorized to issue 1,000,000,000 shares of Class A common stock and 500,000,000 shares of Class B common stock, each with a par value of $0.0000001 per share. As of September 30, 2019, there were 346,552,092 shares of Class A common stock and 82,521,716 shares of Class B common stock outstanding. Options and awards granted following the Company's initial public offering are related to underlying Class A common stock. 

Warrants

In conjunction with the 2023 Notes offering, the Company sold the 2023 warrants whereby the 2018 Counterparties have the option to purchase a total of approximately 11.1 million shares of the Company’s Class A common stock at a price of $109.26 per share. The Company received $112.1 million in cash proceeds from the sale of the 2023 warrants. See Note 13, Indebtedness, for more details on this transaction.

In conjunction with the 2022 Notes offering, the Company sold warrants whereby the 2017 Counterparties have the option to purchase a total of approximately 19.2 million shares of the Company’s Class A common stock at a price of $31.18 per share. None of the warrants associated with the 2022 and 2023 Notes offering were exercised as of September 30, 2019.

Stock Plans

The Company maintains two share-based employee compensation plans: the 2009 Stock Plan (2009 Plan) and the 2015 Equity Incentive Plan (2015 Plan). The 2015 Plan serves as the successor to the 2009 Plan. The 2015 Plan became effective as of November 17, 2015. Outstanding awards under the 2009 Plan continue to be subject to the terms and conditions of the 2009 Plan. Since November 17, 2015, no additional awards have been nor will be in the future granted under the 2009 Plan.

Under the 2015 Plan, shares of the Company's Class A common stock are reserved for the issuance of incentive and nonstatutory stock options, restricted stock awards (RSAs), restricted stock units (RSUs), performance shares, and stock bonuses to qualified employees, directors, and consultants. The awards must be granted at a price per share not less than the fair market value at the date of grant. Initially, 30,000,000 shares were reserved under the 2015 Plan, and any shares subject to options or other similar awards granted under the 2009 Plan that expire, are forfeited, are repurchased by the Company, or otherwise terminate unexercised, will become available under the 2015 Plan. The number of shares available for issuance under the 2015 Plan will be increased on the first day of each fiscal year, in an amount equal to the least of (i) 40,000,000 shares, (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Company’s board of directors or a committee thereof. As of September 30, 2019, the total number of shares subject to stock options, RSAs and RSUs outstanding under the 2015 Plan was 21,822,262, and 82,968,841 shares were available for future issuance. As of September 30, 2019, the total number of shares subject to stock options, RSAs and RSUs outstanding under the 2009 Plan was 20,422,313.

A summary of stock option activity for the nine months ended September 30, 2019 is as follows (in thousands, except share and per share data):
 
Number of Stock Options Outstanding
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value
Balance at December 31, 2018
33,152,881

 
$
9.52

 
5.45
 
$
1,543,793

Granted
1,184,657

 
72.15

 
 
 
 
Exercised
(7,881,289
)
 
7.97

 
 
 
 
Forfeited
(136,772
)
 
11.70

 
 
 
 
Balance at September 30, 2019
26,319,477

 
$
12.80

 
5.23
 
$
1,305,789

 
 
 
 
 
 
 
 
Options exercisable as of September 30, 2019
24,136,540

 
$
9.40

 
4.92
 
$
1,269,509



Restricted Stock Activity
Activity related to RSAs and RSUs during the nine months ended September 30, 2019 is set forth below:
 
Number of
shares
 
Weighted
Average Grant
Date Fair Value
Unvested as of December 31, 2018
17,934,728

 
$
31.34

Granted
5,735,224

 
73.29

Vested
(6,016,950
)
 
29.05

Forfeited
(1,727,904
)
 
35.90

Unvested as of September 30, 2019
15,925,098

 
$
46.82



Share-Based Compensation
The fair value of stock options and employee stock purchase plan rights are estimated on the date of grant using the Black-Scholes-Merton option valuation model. The fair value of RSAs and RSUs is determined by the closing price of the Company’s common stock on each grant date. 
The fair value of stock options granted was estimated using the following weighted-average assumptions:
    
 
Nine Months Ended September 30,
 
2019
 
2018
Dividend yield
%
 
%
Risk-free interest rate
2.48
%
 
2.92
%
Expected volatility
39.52
%
 
30.87
%
Expected term (years)
6.05

 
6.19



The following table summarizes the effects of share-based compensation on the Company's condensed consolidated statements of operations (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Cost of revenue
$
38

 
$
18

 
$
88

 
$
79

Product development
56,321

 
39,525

 
155,114

 
103,813

Sales and marketing
6,269

 
6,108

 
20,304

 
16,703

General and administrative
14,798

 
13,262

 
42,474

 
37,261

Total
$
77,426

 
$
58,913

 
$
217,980

 
$
157,856


    
The Company recorded $5.1 million and $14.1 million of share-based compensation expense related to the Company's 2015 Employee Stock Purchase Plan during the three and nine months ended September 30, 2019, respectively, compared to $2.0 million and $6.3 million for the three and nine months ended September 30, 2018, which are included in the table above.

The Company capitalized $2.4 million and $6.0 million of share-based compensation expense related to capitalized software costs during the three and nine months ended September 30, 2019, respectively, compared to $2.0 million and $6.3 million for the three and nine months ended September 30, 2018, respectively.
As of September 30, 2019, there was $745.0 million of total unrecognized compensation cost related to outstanding awards that are expected to be recognized over a weighted-average period of 2.8 years.
v3.19.3
NET INCOME (LOSS) PER SHARE
9 Months Ended
Sep. 30, 2019
Earnings Per Share [Abstract]  
NET INCOME (LOSS) PER SHARE NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock. In periods when the Company reported a net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items were anti-dilutive.
The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
2019
 
2018
 
2019
 
2018
Numerator:
 
 
 
 
 
 
 
Net income (loss)
$
29,397

 
$
19,643

 
$
(15,494
)
 
$
(10,249
)
Denominator:
 
 
 
 
 
 
 
Basic shares:
 
 
 
 
 
 
 
Weighted-average common shares outstanding
427,906

 
410,095
 
423,957

 
403,577
Weighted-average unvested shares
(782
)
 
(405
)
 
(718
)
 
(597
)
Weighted-average shares used to compute basic net loss per share
427,124

 
409,690

 
423,239

 
402,980
Diluted shares:
 
 
 
 
 
 
 
Stock options and restricted stock units
28,549

 
47,175

 

 

Convertible senior notes

 
6,409

 

 

Common stock warrants
10,372

 
11,422

 

 

Employee stock purchase plan
54

 
219

 

 

Weighted-average shares used to compute diluted net income (loss) per share
466,099

 
474,915

 
423,239

 
402,980
Net income (loss) per share:
 
 
 
 
 
 
 
Basic
$
0.07

 
$
0.05

 
$
(0.04
)
 
$
(0.03
)
Diluted
$
0.06

 
$
0.04

 
$
(0.04
)
 
$
(0.03
)


Additionally, since the Company intends to settle future conversions of its outstanding 2022 Notes and 2023 Notes entirely in shares of its Class A common stock, the Company will consider the number of shares expected to be issued in calculating any potential dilutive effect of the conversions, if applicable.

The following potential common shares were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Stock options and restricted stock units
15,113

 
12,079

 
46,045

 
62,822

Common stock warrants
19,880

 
18,830

 
30,252

 
24,387

Convertible senior notes
20,305

 
23,415

 
20,305

 
24,276

Unvested shares
782

 
405

 
718

 
597

Employee stock purchase plan
189

 
26

 
217

 
207

Total anti-dilutive securities
56,269

 
54,755

 
97,537

 
112,289


v3.19.3
RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2019
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS
In July 2019, the Company entered into a lease agreement to lease certain office space located in St. Louis, Missouri, from an affiliate of one of the Company’s co-founders and current member of its board and directors, Mr. Jim McKelvey, under an operating lease agreement as discussed in Note 19, Commitments and Contingencies. The lease commencement date is expected to be in April 2020. The term of the agreement is 15.5 years with total future minimum lease payments over the term of approximately $42.7 million. The Company has not yet recognized a right of use asset and lease obligation under this agreement as of September 30, 2019.
v3.19.3
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Operating and Finance Leases

The Company’s operating leases are primarily comprised of office facilities, with the most significant leases relating to corporate headquarters in San Francisco and an office in New York. The Company's leases have remaining lease terms of 1 year to 12 years, some of which include options to extend for 5 year terms, or include options to terminate the leases within 1 year. None of the options to extend the leases have been included in the measurement of the right of use asset or the associated lease liability. The Company elects to apply the short-term lease measurement and recognition exemption to its leases where applicable. Operating lease right-of-use assets and operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date for each lease. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate because the interest rate implicit in most of the Company's leases is not readily determinable. The Company's incremental borrowing rate is estimated to approximate the interest rate that the Company would pay to borrow on a collateralized basis with similar terms and payments as the lease, and in economic environments where the leased asset is located. Operating lease right-of-use assets also include any prepaid lease payments and lease incentives. Operating lease expense is recognized on a straight-line basis over the lease term. The Company's lease agreements generally contain lease and non-lease components. Non-lease components, which primarily include payments for maintenance and utilities, are combined with lease payments and accounted for as a single lease component. The Company includes the fixed non-lease components in the determination of the right-of-use assets and operating lease liabilities.

In December 2018, the Company entered into a lease arrangement for 355,762 square feet of office space in Oakland, California for a term of 12 years with options to extend the lease term for two 5 year terms. The lease commencement date is expected to be in January 2020 with total lease payments over the term of approximately $276 million. Under the terms of this lease, the Company is required to make certain payments during the construction stage of the office space, which the Company will record as a prepaid lease asset. In July 2019, the Company entered into a lease arrangement for 226,258 square feet of office space in St Louis, Missouri, with an affiliate of one of the Company’s co-founders, Mr. Jim McKelvey, who is also a Company stockholder and a member of its board of directors, for a term of 15.5 years with options to extend the lease term for two 5 year terms. The Company also has an option to terminate the lease for up to 50% of the leased space any time between January 1, 2024 and December 31, 2026, as well as an option to terminate the lease for the entire property on January 1, 2034. Termination penalties specified in the lease agreement will apply if the Company exercises any of the options to terminate the lease. The lease commencement date is expected to be in April 2020 with total future minimum lease payments over the term of approximately $42.7 million.

Additionally, the Company has finance leases for data center equipment, with remaining lease terms of approximately 2 years.
    
The components of lease expense were as follows (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2019
Fixed operating lease costs
$
7,449

 
$
21,626

Variable operating lease costs
1,646

 
3,871

Sublease income
(1,468
)
 
(1,570
)
Finance lease costs
 
 
 
Amortization of finance right-of-use assets
1,284

 
3,861

Interest on finance lease liabilities

 

Total lease costs
$
8,911

 
$
27,788


For the periods presented, costs associated with short-term leases were not material.
    
Other information related to leases was as follows:

 
September 30, 2019
Weighted Average Remaining Lease Term:
 
Operating leases
4.5 years

Finance leases
0.9 years

Weighted Average Discount Rate:
 
Operating leases
4
%
Finance leases
%


Cash flows related to leases were as follows (in thousands):
 
Nine Months Ended September 30,
 
2019
Cash flows from operating activities:
 
Payments for operating lease liabilities
$
24,580

Cash flows from financing activities:
 
Principal payments on finance lease obligation
$
3,860

Supplemental Cash Flow Data:
 
Right-of-use assets obtained in exchange for operating lease obligations
$
31,013



Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) and future minimum finance lease payments as of September 30, 2019 are as follows (in thousands):

 
Finance
 
Operating
Year:
 
 
 
2019 (remaining 3 months)
$
1,178

 
$
5,942

2020
2,446

 
40,388

2021

 
59,459

2022

 
61,005

2023

 
54,842

Thereafter

 
270,872

Total
$
3,624

 
$
492,508

Less: amount representing interest

 
13,245

Less: leases executed but not yet commenced

 
344,202

Less: lease incentives and transfer to held for sale

 
2,825

Total
$
3,624

 
$
132,236



The current portion of the finance lease liability is included within other current liabilities while the non-current portion is included within other non-current liabilities on the condensed consolidated balance sheets. The associated finance lease assets are included in property and equipment, net on the condensed consolidated balance sheets.
 
Litigation
The Company is currently a party to, and may in the future be involved in, various litigation matters (including intellectual property litigation), legal claims, and government investigations.

The Treasurer & Tax Collector of the City and County of San Francisco (Tax Collector) has issued a decision for fiscal years 2014 and 2015, that the Tax Collector believes the Company’s primary business activity is financial services rather than information, and accordingly, the Company would be liable for the Gross Receipts Tax and Payroll Expense Tax under the rules for financial services business activities. The Company paid the liability of $1.3 million for fiscal years 2014 and 2015 in the first quarter of 2018, as assessed by the Tax Collector, even though the Company strongly disagrees with the Tax Collector’s assessment of the Company’s primary business activity. Additionally, in connection with a tax audit for the fiscal years 2016 and 2017, the Company received a notice of tax audit deficiency with respect to San Francisco Gross Receipts Tax and Payroll Expense Tax for those years on October 16, 2019. The Company believes its position has merit and intends to vigorously pursue all available remedies. On September 6, 2019, the Company filed a lawsuit against the Tax Collector and the City and County of San Francisco in San Francisco County Superior Court for a refund of the liability for the fiscal years of 2014 and 2015. While the Company believes it has strong arguments, there is no assurance that courts will rule in the Company’s favor. Should the Company not prevail, the Company could be obligated to pay additional taxes together with any associated penalties and interest for subsequent years that in aggregate could be material. Moreover, a San Francisco ballot measure approved on November 6, 2018 increased taxes on gross receipts beginning January 1, 2019, which further increases the Company’s tax exposure. Should the Company not prevail in its legal challenge against the application of San Francisco’s Gross Receipts Tax to its business, the Company estimates that it could become liable to pay additional taxes, interest, and penalties that range from approximately $0 to $56 million in the aggregate for the fiscal years 2016, 2017, and 2018 and for the nine months ended on September 30, 2019, over and above the taxes the Company has already paid under the information classification. Additional taxes, interest, and penalties for future periods could be material as well. The Company regularly assesses the likelihood of adverse outcomes resulting from tax disputes such as this and examinations for all open years to determine the necessity and adequacy of any tax reserves. Given the uncertainty of the possible outcome, the Company has not recorded reserves for the exposure related to the dispute with the Tax Collector on San Francisco’s Gross Receipts Tax.

In connection with the sale of Caviar to DoorDash, we have agreed to indemnify DoorDash for certain liabilities, including certain litigation related to Caviar, such as the Woodle and Cole cases mentioned below, that DoorDash assumed upon the closing of the sale. On May 14, 2018, Joshua Woodle, on behalf of a class of couriers who have delivered with Caviar in California, filed a lawsuit in San Francisco County Superior Court against the Company doing business as Caviar, which alleges that Caviar misclassified Mr. Woodle and other similarly situated couriers as independent contractors and, in doing so, violated various provisions of the California Labor Code and California Business and Professions Code. Plaintiffs seek damages and injunctive relief. The Court compelled arbitration of Mr. Woodle’s arbitrable claims on November 5, 2018. On August 24, 2018, Mervyn Cole, on behalf of the State of California and similarly situated couriers who have delivered with Caviar in California filed a lawsuit in Los Angeles County Superior Court against the Company doing business as Caviar. The complaint alleges that Caviar misclassified Mr. Cole and other similarly situated couriers as independent contractors and, in doing so, violated certain provisions of the California Labor Code. The action is being brought as a representative action under the Private Attorneys General Act (“PAGA”). Plaintiffs seek civil penalties and injunctive relief. Given the early stage of these proceedings, it is not yet possible to reliably determine any potential liability that could result from these matters.

In addition, from time to time, the Company is involved in various other litigation matters and disputes arising in the ordinary course of business, including similar claims as those referenced above, alleging misclassification of couriers as independent contractors. The Company cannot at this time fairly estimate a reasonable range of exposure, if any, of the potential liability with respect to these other matters. While the Company does not believe, at this time, that any ultimate liability resulting from any of these other matters will have a material adverse effect on the Company's results of operations, financial position, or liquidity, the Company cannot give any assurance regarding the ultimate outcome of these other matters, and their resolution could be material to the Company's operating results for any particular period.
v3.19.3
SEGMENT AND GEOGRAPHICAL INFORMATION
9 Months Ended
Sep. 30, 2019
Segment Reporting [Abstract]  
SEGMENT AND GEOGRAPHIC INFORMATION SEGMENT AND GEOGRAPHICAL INFORMATION
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (CODM) for purposes of allocating resources and evaluating financial performance. The Company’s CODM is the chief executive officer who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company’s operations constitute a single operating segment and one reportable segment.
Revenue
Revenue by geography is based on the billing addresses of the sellers or customers. The following table sets forth revenue by geographic area (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Revenue
 
 
 
 
 
 
 
United States
$
1,200,488

 
$
838,149

 
$
3,233,432

 
$
2,255,657

International
65,986

 
43,959

 
166,639

 
109,992

Total net revenue
$
1,266,474

 
$
882,108

 
$
3,400,071

 
$
2,365,649



No individual country from the international markets contributed in excess of 10% of total revenue for the three and nine months ended September 30, 2019 and 2018.

Long-Lived Assets
The following table sets forth long-lived assets by geographic area (in thousands):
 
September 30,
2019
 
December 31,
2018
Long-lived assets
 
 
 
United States
$
570,273

 
$
471,970

International
11,198

 
9,239

Total long-lived assets
$
581,471

 
$
481,209


v3.19.3
SUPPLEMENTAL CASH FLOW INFORMATION
9 Months Ended
Sep. 30, 2019
Supplemental Cash Flow Elements [Abstract]  
SUPPLEMENTAL CASH FLOW INFORMATION SUPPLEMENTAL CASH FLOW INFORMATION

The supplemental disclosures of cash flow information consist of the following (in thousands):

 
Nine Months Ended September 30,
 
2019
 
2018
Supplemental Cash Flow Data:
 
 
 
Cash paid for interest
$
3,377

 
$
1,945

Cash paid for income taxes
2,266

 
1,265

Right-of-use assets obtained in exchange for operating lease obligations
31,013

 

Supplemental disclosures of non-cash investing and financing activities:
 
 
 
Change in purchases of property and equipment in accounts payable and accrued expenses
11,402

 
11,004

Unpaid business combination purchase price
8,411

 
3,995

Fair value of common stock issued related to business combination

 
(140,107
)
Recovery of common stock in connection with indemnification settlement agreement
789

 
2,745

Fair value of common stock issued to settle the conversion of senior notes, due 2022

 
(189,916
)
Fair value of shares received to settle senior note hedges, due 2022

 
189,916


v3.19.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Basis of Presentation
    
The accompanying interim condensed consolidated financial statements of the Company are unaudited. These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and the applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2018 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to state fairly the Company's consolidated financial position, results of operations, comprehensive income (loss), and cash flows for the interim periods. All intercompany transactions and balances have been eliminated in consolidation. The interim results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019, or for any other future annual or interim period.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
Use of Estimates
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be materially affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis.

Estimates, judgments, and assumptions in these consolidated financial statements include, but are not limited to, those related to revenue recognition, accrued transaction losses, valuation of the debt component of convertible senior notes, valuation of loans held for sale, goodwill, acquired intangible assets and deferred revenue, income and other taxes, operating and financing lease right-of-use assets and related liabilities, and share-based compensation.

Concentration of Credit Risk
Concentration of Credit Risk
    
For the three and nine months ended September 30, 2019 and 2018, the Company had no customer that accounted for greater than 10% of total net revenue.

The Company had three third-party payment processors that represented approximately 46%, 34%, and 9% of settlements receivable as of September 30, 2019. The same three parties represented approximately 45%, 33%, and 9% of settlements receivable as of December 31, 2018. All other third-party processors were insignificant.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable debt securities, settlements receivables, customer funds, and loans held for sale. The associated risk of concentration for cash and cash equivalents and restricted cash is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed federal deposit insurance limits. The associated risk of concentration for marketable debt securities is mitigated by holding a diversified portfolio of highly rated investments. Settlements receivable are amounts due from well-established payment processing companies and normally take one or two business days to settle which mitigates the associated risk of concentration. The associated risk of concentration for loans held for sale is partially mitigated by credit evaluations that are performed prior to facilitating the offering of loans and ongoing performance monitoring of the Company’s loan customers.

Assets Held for Sale
Assets Held for Sale

The Company classifies an asset group (‘asset’) as held for sale in the period that (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year (subject to certain events or circumstances), (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in general and administrative expenses in the period in which the held for sale criteria are met. Conversely, gains are generally not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation or amortization expense on the asset. The Company assesses the fair value of assets held for sale less any costs to sell at each reporting period until the asset is no longer classified as held for sale.

New Accounting Policies and Recent Accounting Pronouncements
New Accounting Policies
The Company adopted Accounting Standards Codification (ASC) 842, Leases on January 1, 2019, and elected the optional transition method to apply the transition provisions from the effective date of adoption, which requires the Company to report the cumulative effect of the adoption of the standard on the date of adoption with no changes to the prior period balances. Pursuant to the practical expedients, the Company has elected not to reassess: (i) whether expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or, (iii) initial direct costs for any existing leases. The Company recognized $112.0 million of operating right-of-use lease assets and $135.6 million of operating lease liabilities on its consolidated balance sheet upon adoption of this standard. Additionally, the Company derecognized $149 million related to the build-to-suit asset and liability upon adoption of this standard because the Company is no longer deemed to be the owner of the related asset under construction under the new standard. Refer to Note 19 for further detail.

Except for the adoption of ASC 842, there have been no material changes to the Company’s accounting policies during the nine months ended September 30, 2019, as compared to the accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13,Financial Instruments - Credit Losses, which requires the measurement and recognition of expected credit losses for financial assets held. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available for sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company intends to adopt this guidance effective January 1, 2020. The Company’s preliminary conclusion is that the new guidance will not have a material impact on the balances reported on its consolidated financial statements. The Company has also determined that allowances for credit losses associated with its available for sale debt securities would be immaterial. Upon adoption of this guidance, the Company will expand its disclosures to discuss how it develops its expected credit loss estimates, the methodology applied to estimate the allowance for credit losses, and the factors that influence the Company's estimates. For available for sale debt securities with unrealized losses where the Company
concludes that an allowance for credit losses is not necessary, the Company will expand its disclosures of the associated fair value of such securities as well as the basis for conclusions that an allowance for credit losses was not necessary.


In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The new guidance eliminates the requirement to calculate the implied fair value of goodwill assuming a hypothetical purchase price allocation (i.e., Step 2 of the goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value, not to exceed the carrying amount of goodwill. This standard should be adopted when the Company performs its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The amendments should be applied on a prospective basis. The Company intends to adopt this guidance effective with its 2019 annual goodwill impairment test which it performs as of December 31. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements and related disclosures.

In July 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, which will remove, modify, and add disclosure requirements for fair value measurements to improve the overall usefulness of such disclosures. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for any removed or modified disclosure requirements. Transition is on a prospective basis for the new and modified disclosures, and on a retrospective basis for disclosures that have been eliminated. The Company currently does not intend to early adopt any portion of this disclosure guidance. The Company is currently evaluating the impact this guidance may have on the consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which is intended to align the requirements for capitalization of implementation costs incurred in a cloud computing arrangement that is a service contract with the existing guidance for internal-use software. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The guidance provides flexibility in adoption, allowing for either retrospective adjustment or prospective adjustment for all implementation costs incurred after the date of adoption. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements and related disclosures.
v3.19.3
REVENUE (Tables)
9 Months Ended
Sep. 30, 2019
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue

The following table presents the Company's revenue disaggregated by revenue source (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Revenue from Contracts with Customers:
 
 
 
 
 
 
 
Transaction-based revenue
$
816,622

 
$
655,384

 
$
2,248,894

 
$
1,803,649

Subscription and services-based revenue
239,895

 
141,752

 
645,588

 
330,637

Hardware revenue
21,766

 
17,558

 
62,238

 
50,337

Bitcoin revenue
148,285

 
42,963

 
338,898

 
114,074

Revenue from other sources:
 
 
 
 
 
 
 
Subscription and services-based revenue
$
39,906

 
$
24,451

 
$
104,453

 
$
66,952



Schedule of Deferred Revenue
The deferred revenue balances were as follows (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Deferred revenue, beginning of the period
$
44,812

 
$
27,155

 
$
36,451

 
$
5,893

Less: cumulative impact of the adoption of ASC 606

 

 

 
(4,303
)
Deferred revenue, beginning of the period, as adjusted
44,812

 
27,155

 
36,451

 
1,590

Deferred revenue, end of the period
45,263

 
33,614

 
45,263

 
33,614

Deferred revenue arising from business combination

 
22,800

 

 
22,800

Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period
$
12,656

 
$
10,165

 
$
28,280

 
$
1,539


v3.19.3
INVESTMENTS (Tables)
9 Months Ended
Sep. 30, 2019
Investments, Debt and Equity Securities [Abstract]  
Short-term and Long-term Investments

The Company's short-term and long-term investments as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
132,217

 
$
257

 
$
(126
)
 
$
132,348

Corporate bonds
55,399

 
194

 
(92
)
 
55,501

Commercial paper
2,245

 

 

 
2,245

Municipal securities
2,713

 
5

 
(49
)
 
2,669

U.S. government securities
351,592

 
317

 
(192
)
 
351,717

Foreign securities
13,214

 

 
(38
)
 
13,176

Total
$
557,380

 
$
773

 
$
(497
)
 
$
557,656

 
 
 
 
 
 
 
 
Long-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
87,848

 
$
219

 
$
(164
)
 
$
87,903

Corporate bonds
185,675

 
286

 
(398
)
 
185,563

Municipal securities
12,668

 
12

 
(98
)
 
12,582

U.S. government securities
250,434

 
267

 
(436
)
 
250,265

Foreign securities
28,264

 
6

 
(75
)
 
28,195

Total
$
564,889

 
$
790

 
$
(1,171
)
 
$
564,508


The Company's short-term and long-term investments as of December 31, 2018 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
80,160

 
$
32

 
$
(70
)
 
$
80,122

Corporate bonds
109,807

 
80

 
(368
)
 
109,519

Municipal securities
27,839

 
52

 
(59
)
 
27,832

U.S. government securities
292,615

 
161

 
(509
)
 
292,267

Foreign securities
31,263

 
4

 
(16
)
 
31,251

Total
$
541,684

 
$
329

 
$
(1,022
)
 
$
540,991

 
 
 
 
 
 
 
 
Long-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
114,444

 
$
194

 
$
(78
)
 
$
114,560

Corporate bonds
159,783

 
419

 
(950
)
 
159,252

Municipal securities
28,453

 
167

 
(26
)
 
28,594

U.S. government securities
153,743

 
553

 
(172
)
 
154,124

Foreign securities
8,122

 
28

 

 
8,150

Total
$
464,545

 
$
1,361

 
$
(1,226
)
 
$
464,680


Contractual Maturities of Short-Term and Long-Term Investments
The contractual maturities of the Company's short-term and long-term investments as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Fair Value
Due in one year or less
$
557,380

 
$
557,656

Due in one to five years
564,889

 
564,508

Total
$
1,122,269

 
$
1,122,164


The contractual maturities of the Company's investments within customer funds as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Fair Value
Due in one year or less
$
223,850

 
$
223,826

Total
$
223,850

 
$
223,826


v3.19.3
CUSTOMER FUNDS (Tables)
9 Months Ended
Sep. 30, 2019
Investments, Debt and Equity Securities [Abstract]  
Assets Underlying Customer Funds

The following table presents the assets underlying customer funds (in thousands):

 
September 30,
2019
 
December 31,
2018
Cash
$
407,719

 
$
158,697

Cash Equivalents:
 
 
 
Money market funds
388

 
18

U.S. agency securities
21,667

 
39,991

U.S. government securities
6,999

 
35,349

Short-term debt securities:
 
 
 
U.S. agency securities
1,654

 
27,291

U.S. government securities
222,172

 
72,671

Total
$
660,599

 
$
334,017


Investments within Customer Funds
The Company's investments within customer funds as of December 31, 2018 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
27,293

 
$
2

 
$
(4
)
 
$
27,291

U.S. government securities
72,662

 
12

 
(3
)
 
72,671

Total
$
99,955

 
$
14

 
$
(7
)
 
$
99,962


The Company's investments within customer funds as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term debt securities:
 
 
 
 
 
 
 
U.S. agency securities
$
1,657

 
$

 
$
(3
)
 
$
1,654

U.S. government securities
222,193

 
39

 
(60
)
 
222,172

Total
$
223,850

 
$
39

 
$
(63
)
 
$
223,826


Contractual Maturities of Investments within Customer Funds
The contractual maturities of the Company's short-term and long-term investments as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Fair Value
Due in one year or less
$
557,380

 
$
557,656

Due in one to five years
564,889

 
564,508

Total
$
1,122,269

 
$
1,122,164


The contractual maturities of the Company's investments within customer funds as of September 30, 2019 are as follows (in thousands):

 
Amortized Cost
 
Fair Value
Due in one year or less
$
223,850

 
$
223,826

Total
$
223,850

 
$
223,826


v3.19.3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)
9 Months Ended
Sep. 30, 2019
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are classified as follows (in thousands):
 
September 30, 2019
 
December 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Cash Equivalents:
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$
304,690

 
$

 
$

 
$
218,109

 
$

 
$

U.S. agency securities

 
40,410

 

 

 
46,423

 

Time deposits
10,146

 

 

 

 

 

U.S. government securities
23,963

 

 

 

 

 

Municipal securities

 

 

 
86,239

 

 

Foreign securities

 

 

 

 
23,981

 

Customer funds:
 
 
 
 
 
 
 
 
 
 
 
Money market funds
388

 

 

 
18

 

 

U.S. agency securities

 
23,321

 

 

 
67,282

 

U.S. government securities
229,171

 

 

 
108,020

 

 

Short-term debt securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. agency securities

 
132,348

 

 

 
80,122

 

Corporate bonds

 
55,501

 

 

 
109,519

 

Commercial paper

 
2,245

 

 

 

 

Municipal securities

 
2,669

 

 

 
27,832

 

U.S. government securities
351,717

 

 

 
292,267

 

 

Foreign securities

 
13,176

 

 

 
31,251

 

Long-term debt securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. agency securities

 
87,903

 

 

 
114,560

 

Corporate bonds

 
185,563

 

 

 
159,252

 

Municipal securities

 
12,582

 

 

 
28,594

 

U.S. government securities
250,265

 

 

 
154,124

 

 

Foreign securities

 
28,195

 

 

 
8,150

 

Other:
 
 
 
 
 
 
 
 
 
 
 
Marketable equity investment
28,875

 

 

 
45,342

 

 

Total
$
1,199,215

 
$
583,913

 
$

 
$
904,119

 
$
696,966

 
$



The estimated fair value and carrying value of loans held for sale is as follows (in thousands):

 
September 30, 2019
 
December 31, 2018
 
Carrying Value
 
Fair Value (Level 3)
 
Carrying Value
 
Fair Value (Level 3)
Loans held for sale
$
120,776

 
$
126,218

 
$
89,974

 
$
93,064

Total
$
120,776

 
$
126,218

 
$
89,974

 
$
93,064


The estimated fair value and carrying value of the convertible senior notes were as follows (in thousands):
 
September 30, 2019
 
December 31, 2018
 
Carrying Value
 
Fair Value (Level 2)
 
Carrying Value
 
Fair Value (Level 2)
2023 Notes
$
740,921

 
$
961,092

 
$
718,522

 
$
901,468

2022 Notes
187,948

 
575,661

 
181,173

 
515,693

Total
$
928,869

 
$
1,536,753

 
$
899,695

 
$
1,417,161


v3.19.3
PROPERTY AND EQUIPMENT, NET (Tables)
9 Months Ended
Sep. 30, 2019
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment
The following is a summary of property and equipment, less accumulated depreciation and amortization (in thousands):    

September 30,
2019

December 31,
2018
Leasehold improvements
$
108,980

 
$
107,611

Computer equipment
91,464


80,093

Capitalized software
76,656

 
58,908

Office furniture and equipment
23,284


20,699

 
300,384

 
267,311

Less: Accumulated depreciation and amortization
(166,350
)

(124,909
)
Property and equipment, net
$
134,034

 
$
142,402


v3.19.3
ACQUISITIONS (Tables)
9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
Schedule of Assets Acquired and Liabilities Assumed
The table below summarizes the consideration paid for Weebly and the preliminary assessment of the fair value of the assets acquired and liabilities assumed at the closing date (in thousands, except share data).
Consideration:
 
Cash
$
132,432

Stock (2,418,271 shares of Class A common stock)
140,107

 
$
272,539

Recognized amounts of identifiable assets acquired and liabilities assumed:
 
Current assets (inclusive of cash acquired of $25,758)
$
46,978

Intangible customer assets
42,700

Intangible technology assets
14,900

Intangible trade name
11,300

Intangible other assets
961

Total liabilities assumed (including deferred revenue of $22,800)
(37,509
)
Total identifiable net assets acquired
79,330

Goodwill
193,209

Total
$
272,539


v3.19.3
ASSETS AND LIABILITIES HELD FOR SALE (Tables)
9 Months Ended
Sep. 30, 2019
Discontinued Operations and Disposal Groups [Abstract]  
Carrying Values of the Assets and Liabilities Held for Sale
The following table summarizes the carrying values of the assets and liabilities classified as held for sale as of September 30, 2019 (in thousands):

 
Balance at September 30, 2019
Assets held for sale
 
Intangible assets
$
7,582

Goodwill
4,186

Property and equipment, net
1,098

Operating lease right-of-use assets
791

Total assets held for sale, included within other assets
13,657

 
 
Liabilities held for sale
 
Operating lease liabilities, current
754

Net assets held for sale
$
12,903


v3.19.3
GOODWILL (Tables)
9 Months Ended
Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Change in Carrying Value of Goodwill
The change in carrying value of goodwill in the period was as follows (in thousands):
Balance at December 31, 2018
$
261,705

Acquisitions
10,832

Transfer to assets held for sale (Note 8)
(4,186
)
Other adjustments
(2,377
)
Balance at September 30, 2019
$
265,974


v3.19.3
ACQUIRED INTANGIBLE ASSETS (Tables)
9 Months Ended
Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite Lived Intangible Assets The changes to the carrying value of intangible assets were as follows (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Acquired intangible assets, net, beginning of the period
$
84,216

 
$
85,514

 
$
77,102

 
$
14,334

Acquisitions

 

 
14,559

 
75,871

Amortization expense
(3,841
)
 
(4,384
)
 
(11,286
)
 
(9,075
)
Transfer to assets held for sale (Note 8)
(7,582
)
 

 
(7,582
)
 

Acquired intangible assets, net, end of the period
$
72,793

 
$
81,130

 
$
72,793

 
$
81,130



The following table presents the detail of acquired intangible assets as of the periods presented (in thousands):
 
Balance at September 30, 2019
Cost
 
Accumulated Amortization
 
Net
Technology assets
54,630

 
(30,682
)
 
23,948

Customer assets
44,045

 
(6,089
)
 
37,956

Trade name
11,300

 
(3,767
)
 
7,533

Other
5,299

 
(1,943
)
 
3,356

Total
$
115,274

 
$
(42,481
)
 
$
72,793


 
Balance at December 31, 2018
Cost
 
Accumulated Amortization
 
Net
Technology assets
$
45,978

 
$
(28,420
)
 
$
17,558

Customer assets
57,109

 
(8,068
)
 
49,041

Trade name
11,300

 
(1,648
)
 
9,652

Other
2,246

 
(1,395
)
 
851

Total
$
116,633

 
$
(39,531
)
 
$
77,102


Schedule of Future Amortization Expense of Intangible Assets
The total estimated future amortization expense of these intangible assets as of September 30, 2019 is as follows (in thousands):
2019 (remaining 3 months)
$
3,714

2020
12,800

2021
11,829

2022
10,134

2023
8,917

Thereafter
25,399

Total
$
72,793


v3.19.3
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) (Tables)
9 Months Ended
Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Other Current Assets
The following table presents the detail of other current assets (in thousands):
    
 
September 30,
2019
 
December 31,
2018
Inventory, net
$
44,690

 
$
28,627

Processing costs receivable
63,652

 
46,102

Prepaid expenses
17,341

 
21,782

Accounts receivable, net
37,564

 
22,393

Assets held for sale (Note 8)
13,657

 

Other
38,902

 
46,062

Total
$
215,806

 
$
164,966


Schedule of Accrued Expenses
The following table presents the detail of accrued expenses (in thousands):    
 
September 30,
2019
 
December 31,
2018
Accrued facilities expenses
$
21,302

 
$
13,040

Accrued payroll
21,313

 
9,612

Accrued advertising and other marketing
20,070

 
12,201

Processing costs payable
13,199

 
12,683

Accrued non income tax liabilities
8,383

 
9,503

Other accrued liabilities
39,738

 
25,315

Total
$
124,005

 
$
82,354


Schedule of Other Current Liabilities
The following table presents the detail of other current liabilities (in thousands):    
    
 
September 30,
2019
 
December 31,
2018
Accounts payable
$
37,156

 
$
36,416

Deferred revenue, current
39,025

 
31,474

Square Capital payable (i)
5,851

 
6,092

Square Payroll payable (ii)
13,304

 
7,534

Other
12,731

 
17,637

Total
$
108,067

 
$
99,153



(i) Square Capital payable represents unpaid amounts arising from the purchase of loans or loan repayments collected on behalf of third parties.

(ii) Square Payroll payable represents amounts received from Square Payroll product customers that will be utilized to settle the customers' employee payroll and related obligations.

v3.19.3
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT) (Tables)
9 Months Ended
Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Other Non-Current Assets
The following table presents the detail of other non-current assets (in thousands):

 
September 30,
2019
 
December 31,
2018
Marketable equity investment (i)
$
28,875

 
$
45,342

Non-current lease prepayments
34,199

 

Other
18,252

 
13,051

Total
$
81,326

 
$
58,393


(i) This balance represents the Company's investment in Class B common shares of Eventbrite, Inc. (Eventbrite). The investment is carried at fair value with changes in fair value being recorded on the consolidated statement of operations. During the three and nine months ended September 30, 2019, the Company recorded a gain of $2.5 million and a loss of $16.5 million,
respectively, to other expense (income), net on the consolidated statements of operations arising from revaluation of this investment.
    

Schedule of Other Non-Current Liabilities
The following table presents the detail of other non-current liabilities (in thousands):
 
September 30,
2019
 
December 31,
2018
Statutory liabilities (i)
$
51,623

 
$
54,748

Deferred rent, non-current (ii)

 
23,003

Deferred revenue, non-current
6,238

 
4,977

Other
12,622

 
10,558

Total
$
70,483

 
$
93,286



(i) Statutory liabilities represent loss contingencies that may arise from the Company's interpretation and application of certain guidelines and rules issued by various federal, state, local, and foreign regulatory authorities.

(ii) The adoption of ASC 842 on January 1, 2019 resulted in the reclassification of deferred rent as an offset to right-of-use lease assets.

v3.19.3
INDEBTEDNESS (Tables)
9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
Net Carrying Amount of Convertible Notes

The net carrying amount of the Notes were as follows (in thousands):

 
Principal outstanding
 
Unamortized debt discount
 
Unamortized debt issuance costs
 
Net carrying value
September 30, 2019
 
 
 
 
 
 
 
2023 Notes
$
862,500

 
$
(117,932
)
 
$
(3,647
)
 
$
740,921

2022 Notes
211,726

 
(21,400
)
 
(2,378
)
 
187,948

Total
$
1,074,226

 
$
(139,332
)
 
$
(6,025
)
 
$
928,869

 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
2023 Notes
$
862,500

 
$
(138,924
)
 
$
(5,054
)
 
$
718,522

2022 Notes
211,728

 
(27,569
)
 
(2,986
)
 
181,173

 
$
1,074,228

 
$
(166,493
)
 
$
(8,040
)
 
$
899,695



The net carrying amount of the equity component of the 2023 Notes and 2022 Notes were as follows (in thousands):

 
Amount allocated to conversion option
 
Less: allocated issuance costs
 
Equity component, net
September 30, 2019 and December 31, 2018
 
 
 
 
 
2023 Notes
$
155,250

 
$
(1,231
)
 
$
154,019

2022 Notes
41,481

 
(1,108
)
 
40,373

Total
$
196,731

 
$
(2,339
)
 
$
194,392


Interest Expense on Convertible Notes
The Company recognized interest expense on the Notes as follows (in thousands, except for percentages):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Contractual interest expense
$
1,277

 
$
1,469

 
$
3,831

 
$
2,732

Amortization of debt discount and issuance costs
9,843

 
11,627

 
29,176

 
22,850

Total
$
11,120

 
$
13,096

 
$
33,007

 
$
25,582


v3.19.3
ACCRUED TRANSACTION LOSSES (Tables)
9 Months Ended
Sep. 30, 2019
Product Warranties Disclosures [Abstract]  
Schedule of Reserve for Transaction Losses
The following table summarizes the activities of the Company’s reserve for transaction losses (in thousands):
    
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Accrued transaction losses, beginning of the period
$
39,630

 
$
29,207

 
$
33,682

 
$
26,893

Provision for transaction losses
18,225

 
20,449

 
60,223

 
48,794

Charge-offs to accrued transaction losses
(20,436
)
 
(14,324
)
 
(56,486
)
 
(40,355
)
Accrued transaction losses, end of the period
$
37,419

 
$
35,332

 
$
37,419

 
$
35,332


v3.19.3
STOCKHOLDERS' EQUITY (Tables)
9 Months Ended
Sep. 30, 2019
Share-based Payment Arrangement [Abstract]  
Summary of Stock Option Activity
A summary of stock option activity for the nine months ended September 30, 2019 is as follows (in thousands, except share and per share data):
 
Number of Stock Options Outstanding
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value
Balance at December 31, 2018
33,152,881

 
$
9.52

 
5.45
 
$
1,543,793

Granted
1,184,657

 
72.15

 
 
 
 
Exercised
(7,881,289
)
 
7.97

 
 
 
 
Forfeited
(136,772
)
 
11.70

 
 
 
 
Balance at September 30, 2019
26,319,477

 
$
12.80

 
5.23
 
$
1,305,789

 
 
 
 
 
 
 
 
Options exercisable as of September 30, 2019
24,136,540

 
$
9.40

 
4.92
 
$
1,269,509


Schedule of Restricted Stock Awards and Restricted Stock Units Activity
Activity related to RSAs and RSUs during the nine months ended September 30, 2019 is set forth below:
 
Number of
shares
 
Weighted
Average Grant
Date Fair Value
Unvested as of December 31, 2018
17,934,728

 
$
31.34

Granted
5,735,224

 
73.29

Vested
(6,016,950
)
 
29.05

Forfeited
(1,727,904
)
 
35.90

Unvested as of September 30, 2019
15,925,098

 
$
46.82


Schedule of Fair Value Assumptions for Options
The fair value of stock options granted was estimated using the following weighted-average assumptions:
    
 
Nine Months Ended September 30,
 
2019
 
2018
Dividend yield
%
 
%
Risk-free interest rate
2.48
%
 
2.92
%
Expected volatility
39.52
%
 
30.87
%
Expected term (years)
6.05

 
6.19


Summary of the Effect of Share-Based Compensation on the Condensed Consolidated Statements of Operations
The following table summarizes the effects of share-based compensation on the Company's condensed consolidated statements of operations (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Cost of revenue
$
38

 
$
18

 
$
88

 
$
79

Product development
56,321

 
39,525

 
155,114

 
103,813

Sales and marketing
6,269

 
6,108

 
20,304

 
16,703

General and administrative
14,798

 
13,262

 
42,474

 
37,261

Total
$
77,426

 
$
58,913

 
$
217,980

 
$
157,856


v3.19.3
NET INCOME (LOSS) PER SHARE (Tables)
9 Months Ended
Sep. 30, 2019
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Net Loss Per Share
The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
2019
 
2018
 
2019
 
2018
Numerator:
 
 
 
 
 
 
 
Net income (loss)
$
29,397

 
$
19,643

 
$
(15,494
)
 
$
(10,249
)
Denominator:
 
 
 
 
 
 
 
Basic shares:
 
 
 
 
 
 
 
Weighted-average common shares outstanding
427,906

 
410,095
 
423,957

 
403,577
Weighted-average unvested shares
(782
)
 
(405
)
 
(718
)
 
(597
)
Weighted-average shares used to compute basic net loss per share
427,124

 
409,690

 
423,239

 
402,980
Diluted shares:
 
 
 
 
 
 
 
Stock options and restricted stock units
28,549

 
47,175

 

 

Convertible senior notes

 
6,409

 

 

Common stock warrants
10,372

 
11,422

 

 

Employee stock purchase plan
54

 
219

 

 

Weighted-average shares used to compute diluted net income (loss) per share
466,099

 
474,915

 
423,239

 
402,980
Net income (loss) per share:
 
 
 
 
 
 
 
Basic
$
0.07

 
$
0.05

 
$
(0.04
)
 
$
(0.03
)
Diluted
$
0.06

 
$
0.04

 
$
(0.04
)
 
$
(0.03
)

Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Income (Loss) Per Share
The following potential common shares were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Stock options and restricted stock units
15,113

 
12,079

 
46,045

 
62,822

Common stock warrants
19,880

 
18,830

 
30,252

 
24,387

Convertible senior notes
20,305

 
23,415

 
20,305

 
24,276

Unvested shares
782

 
405

 
718

 
597

Employee stock purchase plan
189

 
26

 
217

 
207

Total anti-dilutive securities
56,269

 
54,755

 
97,537

 
112,289


v3.19.3
COMMITMENTS AND CONTINGENCIES (Tables)
9 Months Ended
Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Lease Expense Components and Other Information Related to Leases
The components of lease expense were as follows (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2019
Fixed operating lease costs
$
7,449

 
$
21,626

Variable operating lease costs
1,646

 
3,871

Sublease income
(1,468
)
 
(1,570
)
Finance lease costs
 
 
 
Amortization of finance right-of-use assets
1,284

 
3,861

Interest on finance lease liabilities

 

Total lease costs
$
8,911

 
$
27,788


For the periods presented, costs associated with short-term leases were not material.
    
Other information related to leases was as follows:

 
September 30, 2019
Weighted Average Remaining Lease Term:
 
Operating leases
4.5 years

Finance leases
0.9 years

Weighted Average Discount Rate:
 
Operating leases
4
%
Finance leases
%


Cash flows related to leases were as follows (in thousands):
 
Nine Months Ended September 30,
 
2019
Cash flows from operating activities:
 
Payments for operating lease liabilities
$
24,580

Cash flows from financing activities:
 
Principal payments on finance lease obligation
$
3,860

Supplemental Cash Flow Data:
 
Right-of-use assets obtained in exchange for operating lease obligations
$
31,013



Future Minimum Lease Payments under Non-Cancelable Operating Leases
Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) and future minimum finance lease payments as of September 30, 2019 are as follows (in thousands):

 
Finance
 
Operating
Year:
 
 
 
2019 (remaining 3 months)
$
1,178

 
$
5,942

2020
2,446

 
40,388

2021

 
59,459

2022

 
61,005

2023

 
54,842

Thereafter

 
270,872

Total
$
3,624

 
$
492,508

Less: amount representing interest

 
13,245

Less: leases executed but not yet commenced

 
344,202

Less: lease incentives and transfer to held for sale

 
2,825

Total
$
3,624

 
$
132,236


Future Minimum Finance Lease Payments
Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) and future minimum finance lease payments as of September 30, 2019 are as follows (in thousands):

 
Finance
 
Operating
Year:
 
 
 
2019 (remaining 3 months)
$
1,178

 
$
5,942

2020
2,446

 
40,388

2021

 
59,459

2022

 
61,005

2023

 
54,842

Thereafter

 
270,872

Total
$
3,624

 
$
492,508

Less: amount representing interest

 
13,245

Less: leases executed but not yet commenced

 
344,202

Less: lease incentives and transfer to held for sale

 
2,825

Total
$
3,624

 
$
132,236


v3.19.3
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)
9 Months Ended
Sep. 30, 2019
Segment Reporting [Abstract]  
Revenue by Geographic Area
Revenue by geography is based on the billing addresses of the sellers or customers. The following table sets forth revenue by geographic area (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Revenue
 
 
 
 
 
 
 
United States
$
1,200,488

 
$
838,149

 
$
3,233,432

 
$
2,255,657

International
65,986

 
43,959

 
166,639

 
109,992

Total net revenue
$
1,266,474

 
$
882,108

 
$
3,400,071

 
$
2,365,649


Long-lived Assets by Geographic Area
The following table sets forth long-lived assets by geographic area (in thousands):
 
September 30,
2019
 
December 31,
2018
Long-lived assets
 
 
 
United States
$
570,273

 
$
471,970

International
11,198

 
9,239

Total long-lived assets
$
581,471

 
$
481,209


v3.19.3
SUPPLEMENTAL CASH FLOW INFORMATION (Tables)
9 Months Ended
Sep. 30, 2019
Supplemental Cash Flow Elements [Abstract]  
Schedule of Cash Flow, Supplemental Disclosures

The supplemental disclosures of cash flow information consist of the following (in thousands):

 
Nine Months Ended September 30,
 
2019
 
2018
Supplemental Cash Flow Data:
 
 
 
Cash paid for interest
$
3,377

 
$
1,945

Cash paid for income taxes
2,266

 
1,265

Right-of-use assets obtained in exchange for operating lease obligations
31,013

 

Supplemental disclosures of non-cash investing and financing activities:
 
 
 
Change in purchases of property and equipment in accounts payable and accrued expenses
11,402

 
11,004

Unpaid business combination purchase price
8,411

 
3,995

Fair value of common stock issued related to business combination

 
(140,107
)
Recovery of common stock in connection with indemnification settlement agreement
789

 
2,745

Fair value of common stock issued to settle the conversion of senior notes, due 2022

 
(189,916
)
Fair value of shares received to settle senior note hedges, due 2022

 
189,916


v3.19.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2019
USD ($)
customer
Sep. 30, 2018
customer
Sep. 30, 2019
USD ($)
customer
third_party_processor
Sep. 30, 2018
customer
Dec. 31, 2018
USD ($)
third_party_processor
Jan. 01, 2019
USD ($)
Concentration Risk [Line Items]            
Operating lease right-of-use assets $ 108,670   $ 108,670      
Operating lease liability 132,236   132,236      
Derecognition of build-to-suit lease asset 0   0   $ (149,000)  
Derecognition of build-to-suit lease liability $ 0   $ 0   $ (149,000)  
Total Net Revenue | Customer Concentration Risk            
Concentration Risk [Line Items]            
Number of customers accounting for greater than 10% of total net revenue | customer 0 0 0 0    
Settlements Receivable | Credit Concentration Risk            
Concentration Risk [Line Items]            
Number of third party processors | third_party_processor     3   3  
Settlements Receivable | Credit Concentration Risk | Third Party Processor One            
Concentration Risk [Line Items]            
Concentration risk, settlements receivable     46.00%   45.00%  
Settlements Receivable | Credit Concentration Risk | Third Party Processor Two            
Concentration Risk [Line Items]            
Concentration risk, settlements receivable     34.00%   33.00%  
Settlements Receivable | Credit Concentration Risk | Third Party Processor Three            
Concentration Risk [Line Items]            
Concentration risk, settlements receivable     9.00%   9.00%  
Minimum            
Concentration Risk [Line Items]            
Settlements receivable period     1 day      
Maximum            
Concentration Risk [Line Items]            
Settlements receivable period     2 days      
Accounting Standards Update 2016-02            
Concentration Risk [Line Items]            
Operating lease right-of-use assets           $ 112,000
Operating lease liability           135,600
Derecognition of build-to-suit lease asset           149,000
Derecognition of build-to-suit lease liability           $ 149,000
v3.19.3
REVENUE - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Transaction-based revenue        
Disaggregation of Revenue [Line Items]        
Revenue from contracts with customers $ 816,622 $ 655,384 $ 2,248,894 $ 1,803,649
Subscription and services-based revenue        
Disaggregation of Revenue [Line Items]        
Revenue from contracts with customers 239,895 141,752 645,588 330,637
Revenues from other sources 39,906 24,451 104,453 66,952
Hardware revenue        
Disaggregation of Revenue [Line Items]        
Revenue from contracts with customers 21,766 17,558 62,238 50,337
Bitcoin revenue        
Disaggregation of Revenue [Line Items]        
Revenue from contracts with customers $ 148,285 $ 42,963 $ 338,898 $ 114,074
v3.19.3
REVENUE - Deferred Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Jun. 30, 2019
Dec. 31, 2018
Jun. 30, 2018
Dec. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                
Deferred revenue $ 45,263 $ 33,614 $ 45,263 $ 33,614 $ 44,812 $ 36,451 $ 27,155 $ 1,590
Deferred revenue arising from business combination 0 22,800 0 22,800        
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period $ 12,656 $ 10,165 $ 28,280 $ 1,539        
Balances without adoption of ASC 606                
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                
Deferred revenue         44,812 36,451 27,155 5,893
Accounting Standards Update 2014-09 | Effect of change                
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                
Deferred revenue         $ 0 $ 0 $ 0 $ (4,303)
v3.19.3
INVESTMENTS - Short-Term and Long-Term Investments (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost $ 1,122,269  
Fair Value 1,122,164  
Short-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 557,380 $ 541,684
Gross Unrealized Gains 773 329
Gross Unrealized Losses (497) (1,022)
Fair Value 557,656 540,991
Long-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 564,889 464,545
Gross Unrealized Gains 790 1,361
Gross Unrealized Losses (1,171) (1,226)
Fair Value 564,508 464,680
U.S. agency securities | Short-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 132,217 80,160
Gross Unrealized Gains 257 32
Gross Unrealized Losses (126) (70)
Fair Value 132,348 80,122
U.S. agency securities | Long-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 87,848 114,444
Gross Unrealized Gains 219 194
Gross Unrealized Losses (164) (78)
Fair Value 87,903 114,560
Corporate bonds | Short-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 55,399 109,807
Gross Unrealized Gains 194 80
Gross Unrealized Losses (92) (368)
Fair Value 55,501 109,519
Corporate bonds | Long-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 185,675 159,783
Gross Unrealized Gains 286 419
Gross Unrealized Losses (398) (950)
Fair Value 185,563 159,252
Commercial paper | Short-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 2,245  
Gross Unrealized Gains 0  
Gross Unrealized Losses 0  
Fair Value 2,245  
Municipal securities | Short-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 2,713 27,839
Gross Unrealized Gains 5 52
Gross Unrealized Losses (49) (59)
Fair Value 2,669 27,832
Municipal securities | Long-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 12,668 28,453
Gross Unrealized Gains 12 167
Gross Unrealized Losses (98) (26)
Fair Value 12,582 28,594
U.S. government securities | Short-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 351,592 292,615
Gross Unrealized Gains 317 161
Gross Unrealized Losses (192) (509)
Fair Value 351,717 292,267
U.S. government securities | Long-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 250,434 153,743
Gross Unrealized Gains 267 553
Gross Unrealized Losses (436) (172)
Fair Value 250,265 154,124
Foreign securities | Short-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 13,214 31,263
Gross Unrealized Gains 0 4
Gross Unrealized Losses (38) (16)
Fair Value 13,176 31,251
Foreign securities | Long-term Investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 28,264 8,122
Gross Unrealized Gains 6 28
Gross Unrealized Losses (75) 0
Fair Value $ 28,195 $ 8,150
v3.19.3
INVESTMENTS - Contractual Maturities of Short-Term and Long-Term Investments (Details)
$ in Thousands
Sep. 30, 2019
USD ($)
Amortized Cost  
Due in one year or less $ 557,380
Due in one to five years 564,889
Amortized Cost 1,122,269
Fair Value  
Due in one year or less 557,656
Due in one to five years 564,508
Fair Value $ 1,122,164
v3.19.3
CUSTOMER FUNDS - Assets Underlying Customer Funds (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Debt Securities, Available-for-sale [Line Items]    
Customer funds $ 660,599 $ 334,017
U.S. agency securities    
Debt Securities, Available-for-sale [Line Items]    
Customer funds 1,654 27,291
U.S. government securities    
Debt Securities, Available-for-sale [Line Items]    
Customer funds 222,172 72,671
Cash    
Debt Securities, Available-for-sale [Line Items]    
Customer funds 407,719 158,697
Cash Equivalents | Money market funds    
Debt Securities, Available-for-sale [Line Items]    
Customer funds 388 18
Cash Equivalents | U.S. agency securities    
Debt Securities, Available-for-sale [Line Items]    
Customer funds 21,667 39,991
Cash Equivalents | U.S. government securities    
Debt Securities, Available-for-sale [Line Items]    
Customer funds $ 6,999 $ 35,349
v3.19.3
CUSTOMER FUNDS - Investments within Customer Funds (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost $ 1,122,269  
Fair Value 1,122,164  
Customer funds    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 223,850 $ 99,955
Gross Unrealized Gains 39 14
Gross Unrealized Losses (63) (7)
Fair Value 223,826 99,962
Customer funds | U.S. agency securities    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 1,657 27,293
Gross Unrealized Gains 0 2
Gross Unrealized Losses (3) (4)
Fair Value 1,654 27,291
Customer funds | U.S. government securities    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 222,193 72,662
Gross Unrealized Gains 39 12
Gross Unrealized Losses (60) (3)
Fair Value $ 222,172 $ 72,671
v3.19.3
CUSTOMER FUNDS - Contractual Maturities of Investments within Customer Funds (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Amortized Cost    
Due in one year or less $ 557,380  
Amortized Cost 1,122,269  
Fair Value    
Due in one year or less 557,656  
Fair Value 1,122,164  
Customer funds    
Amortized Cost    
Due in one year or less 223,850  
Amortized Cost 223,850 $ 99,955
Fair Value    
Due in one year or less 223,826  
Fair Value $ 223,826 $ 99,962
v3.19.3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Customer funds $ 660,599 $ 334,017
Short-term debt securities 557,656 540,991
Long-term debt securities 564,508 464,680
Marketable equity investment 28,875 45,342
U.S. agency securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Customer funds 1,654 27,291
U.S. government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Customer funds 222,172 72,671
Fair Value, Measurements, Recurring | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable equity investment 28,875 45,342
Total 1,199,215 904,119
Fair Value, Measurements, Recurring | Level 1 | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 304,690 218,109
Customer funds 388 18
Fair Value, Measurements, Recurring | Level 1 | U.S. agency securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Customer funds 0 0
Short-term debt securities 0 0
Long-term debt securities 0 0
Fair Value, Measurements, Recurring | Level 1 | Time deposits    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 10,146 0
Fair Value, Measurements, Recurring | Level 1 | Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term debt securities 0 0
Long-term debt securities 0 0
Fair Value, Measurements, Recurring | Level 1 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term debt securities 0 0
Fair Value, Measurements, Recurring | Level 1 | U.S. government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 23,963 0
Customer funds 229,171 108,020
Short-term debt securities 351,717 292,267
Long-term debt securities 250,265 154,124
Fair Value, Measurements, Recurring | Level 1 | Municipal securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 86,239
Short-term debt securities 0 0
Long-term debt securities 0 0
Fair Value, Measurements, Recurring | Level 1 | Foreign securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Short-term debt securities 0 0
Long-term debt securities 0 0
Fair Value, Measurements, Recurring | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable equity investment 0 0
Total 583,913 696,966
Fair Value, Measurements, Recurring | Level 2 | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Customer funds 0 0
Fair Value, Measurements, Recurring | Level 2 | U.S. agency securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 40,410 46,423
Customer funds 23,321 67,282
Short-term debt securities 132,348 80,122
Long-term debt securities 87,903 114,560
Fair Value, Measurements, Recurring | Level 2 | Time deposits    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Fair Value, Measurements, Recurring | Level 2 | Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term debt securities 55,501 109,519
Long-term debt securities 185,563 159,252
Fair Value, Measurements, Recurring | Level 2 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term debt securities 2,245 0
Fair Value, Measurements, Recurring | Level 2 | U.S. government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Customer funds 0 0
Short-term debt securities 0 0
Long-term debt securities 0 0
Fair Value, Measurements, Recurring | Level 2 | Municipal securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Short-term debt securities 2,669 27,832
Long-term debt securities 12,582 28,594
Fair Value, Measurements, Recurring | Level 2 | Foreign securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 23,981
Short-term debt securities 13,176 31,251
Long-term debt securities 28,195 8,150
Fair Value, Measurements, Recurring | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable equity investment 0 0
Total 0 0
Fair Value, Measurements, Recurring | Level 3 | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Customer funds 0 0
Fair Value, Measurements, Recurring | Level 3 | U.S. agency securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Customer funds 0 0
Short-term debt securities 0 0
Long-term debt securities 0 0
Fair Value, Measurements, Recurring | Level 3 | Time deposits    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Fair Value, Measurements, Recurring | Level 3 | Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term debt securities 0 0
Long-term debt securities 0 0
Fair Value, Measurements, Recurring | Level 3 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term debt securities 0 0
Fair Value, Measurements, Recurring | Level 3 | U.S. government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Customer funds 0 0
Short-term debt securities 0 0
Long-term debt securities 0 0
Fair Value, Measurements, Recurring | Level 3 | Municipal securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Short-term debt securities 0 0
Long-term debt securities 0 0
Fair Value, Measurements, Recurring | Level 3 | Foreign securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Short-term debt securities 0 0
Long-term debt securities $ 0 $ 0
v3.19.3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Convertible Senior Notes (Details) - Level 2 - Fair Value, Measurements, Recurring - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Carrying Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Convertible senior notes $ 928,869 $ 899,695
Fair Value (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Convertible senior notes 1,536,753 1,417,161
2023 Notes | Carrying Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Convertible senior notes 740,921 718,522
2023 Notes | Fair Value (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Convertible senior notes 961,092 901,468
2022 Notes | Carrying Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Convertible senior notes 187,948 181,173
2022 Notes | Fair Value (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Convertible senior notes $ 575,661 $ 515,693
v3.19.3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Loans Held for Sale (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Carrying Value | Level 3 | Fair Value, Measurements, Recurring          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Loans held for sale $ 120,776   $ 120,776   $ 89,974
Fair Value (Level 3) | Level 3 | Fair Value, Measurements, Recurring          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Loans held for sale 126,218   126,218   $ 93,064
Loans Receivable Held-For-Sale          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Excess amortized cost over fair value of loans $ 5,300 $ 3,300 $ 18,400 $ 9,000  
v3.19.3
PROPERTY AND EQUIPMENT, NET (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Property, Plant and Equipment [Line Items]          
Property and equipment, gross $ 300,384   $ 300,384   $ 267,311
Less: Accumulated depreciation and amortization (166,350)   (166,350)   (124,909)
Property and equipment, net 134,034   134,034   142,402
Depreciation and amortization expense 15,300 $ 11,700 45,600 $ 29,200  
Leasehold improvements          
Property, Plant and Equipment [Line Items]          
Property and equipment, gross 108,980   108,980   107,611
Computer equipment          
Property, Plant and Equipment [Line Items]          
Property and equipment, gross 91,464   91,464   80,093
Capitalized software          
Property, Plant and Equipment [Line Items]          
Property and equipment, gross 76,656   76,656   58,908
Office furniture and equipment          
Property, Plant and Equipment [Line Items]          
Property and equipment, gross $ 23,284   $ 23,284   $ 20,699
v3.19.3
ACQUISITIONS - Narrative (Details) - USD ($)
$ in Thousands
9 Months Ended
May 31, 2018
Sep. 30, 2019
Sep. 30, 2018
Business Acquisition [Line Items]      
Payments to acquire businesses, net of cash acquired   $ 20,372 $ 112,399
Weebly, Inc.      
Business Acquisition [Line Items]      
Percent of outstanding shares acquired 100.00%    
Cash consideration $ 132,432    
Equity consideration (in shares) 2,418,271    
Equity consideration fair value $ 140,107    
Payment to settle outstanding vested and unvested employee options 17,700    
Post-combination compensation expense $ 2,600    
Goodwill adjustment to purchase price allocation   3,700  
Tax liabilities adjustment to purchase price allocation   4,700  
Cash withheld for indemnification   $ 19,400  
Shares withheld for indemnification (in shares)   363,266  
Series of Individually Immaterial Business Acquisitions      
Business Acquisition [Line Items]      
Payments to acquire businesses, net of cash acquired   $ 20,400  
v3.19.3
ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
May 31, 2018
Sep. 30, 2019
Dec. 31, 2018
Recognized amounts of identifiable assets acquired and liabilities assumed:      
Goodwill   $ 265,974 $ 261,705
Weebly, Inc.      
Consideration:      
Cash $ 132,432    
Stock (2,418,271 shares of Class A common stock) $ 140,107    
Shares of Class A common stock (in shares) 2,418,271    
Total consideration $ 272,539    
Recognized amounts of identifiable assets acquired and liabilities assumed:      
Current assets (inclusive of cash acquired of $25,758) 46,978    
Cash acquired 25,758    
Total liabilities assumed (including deferred revenue of $22,800) (37,509)    
Deferred revenue 22,800    
Total identifiable net assets acquired 79,330    
Goodwill 193,209    
Total 272,539    
Weebly, Inc. | Intangible customer assets      
Recognized amounts of identifiable assets acquired and liabilities assumed:      
Intangible assets 42,700    
Weebly, Inc. | Intangible technology assets      
Recognized amounts of identifiable assets acquired and liabilities assumed:      
Intangible assets 14,900    
Weebly, Inc. | Intangible trade name      
Recognized amounts of identifiable assets acquired and liabilities assumed:      
Intangible assets 11,300    
Weebly, Inc. | Intangible other assets      
Recognized amounts of identifiable assets acquired and liabilities assumed:      
Intangible assets $ 961    
v3.19.3
ASSETS AND LIABILITIES HELD FOR SALE - Narrative (Details) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2019
Oct. 31, 2019
Caviar Business | Assets, Total    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Concentration risk (less than) 5.00%  
Caviar Business | Revenue Benchmark    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Concentration risk (less than) 5.00%  
Subsequent Event | Caviar Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Gross proceeds received for sale of business   $ 410
Cash received for sale of business   310
Value of preferred stock received for sale of business   $ 100
v3.19.3
ASSETS AND LIABILITIES HELD FOR SALE - Carrying Values of Assets and Liabilities Held for Sale (Details) - Caviar Business - Disposal Group, Held-for-sale, Not Discontinued Operations
$ in Thousands
Sep. 30, 2019
USD ($)
Assets held for sale  
Intangible assets $ 7,582
Goodwill 4,186
Property and equipment, net 1,098
Operating lease right-of-use assets 791
Total assets held for sale, included within other assets 13,657
Liabilities held for sale  
Operating lease liabilities, current 754
Net assets held for sale $ 12,903
v3.19.3
GOODWILL (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Goodwill [Roll Forward]        
Goodwill, beginning balance     $ 261,705,000  
Acquisitions     10,832,000  
Transfer to assets held for sale     (4,186,000)  
Other adjustments     (2,377,000)  
Goodwill, ending balance $ 265,974,000   265,974,000  
Goodwill, impairment charges $ 0 $ 0 $ 0 $ 0
v3.19.3
ACQUIRED INTANGIBLE ASSETS - Schedule of Acquired Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Jun. 30, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Dec. 31, 2017
Acquired Finite-Lived Intangible Assets [Line Items]            
Cost $ 115,274   $ 116,633      
Accumulated Amortization (42,481)   (39,531)      
Net 72,793 $ 84,216 77,102 $ 81,130 $ 85,514 $ 14,334
Technology assets            
Acquired Finite-Lived Intangible Assets [Line Items]            
Cost 54,630   45,978      
Accumulated Amortization (30,682)   (28,420)      
Net 23,948   17,558      
Customer assets            
Acquired Finite-Lived Intangible Assets [Line Items]            
Cost 44,045   57,109      
Accumulated Amortization (6,089)   (8,068)      
Net 37,956   49,041      
Trade name            
Acquired Finite-Lived Intangible Assets [Line Items]            
Cost 11,300   11,300      
Accumulated Amortization (3,767)   (1,648)      
Net 7,533   9,652      
Other            
Acquired Finite-Lived Intangible Assets [Line Items]            
Cost 5,299   2,246      
Accumulated Amortization (1,943)   (1,395)      
Net $ 3,356   $ 851      
v3.19.3
ACQUIRED INTANGIBLE ASSETS - Narrative (Details)
9 Months Ended
Sep. 30, 2019
Technology assets  
Acquired Finite-Lived Intangible Assets [Line Items]  
Amortization period 5 years
Customer assets  
Acquired Finite-Lived Intangible Assets [Line Items]  
Amortization period 12 years
Trade name  
Acquired Finite-Lived Intangible Assets [Line Items]  
Amortization period 4 years
v3.19.3
ACQUIRED INTANGIBLE ASSETS - Change in Carrying Value of Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Finite-lived Intangible Assets [Roll Forward]        
Acquired intangible assets, net, beginning of the period $ 84,216 $ 85,514 $ 77,102 $ 14,334
Acquisitions 0 0 14,559 75,871
Amortization expense (3,841) (4,384) (11,286) (9,075)
Transfer to assets held for sale (7,582) 0 (7,582) 0
Acquired intangible assets, net, end of the period $ 72,793 $ 81,130 $ 72,793 $ 81,130
v3.19.3
ACQUIRED INTANGIBLE ASSETS - Future Amortization Expense of Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Jun. 30, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]            
2019 (remaining 3 months) $ 3,714          
2020 12,800          
2021 11,829          
2022 10,134          
2023 8,917          
Thereafter 25,399          
Net $ 72,793 $ 84,216 $ 77,102 $ 81,130 $ 85,514 $ 14,334
v3.19.3
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) - Other Current Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Inventory, net $ 44,690 $ 28,627
Processing costs receivable 63,652 46,102
Prepaid expenses 17,341 21,782
Accounts receivable, net 37,564 22,393
Assets held for sale 13,657 0
Other 38,902 46,062
Total $ 215,806 $ 164,966
v3.19.3
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) - Accrued Expenses (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accrued facilities expenses $ 21,302 $ 13,040
Accrued payroll 21,313 9,612
Accrued advertising and other marketing 20,070 12,201
Processing costs payable 13,199 12,683
Accrued non income tax liabilities 8,383 9,503
Other accrued liabilities 39,738 25,315
Total $ 124,005 $ 82,354
v3.19.3
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) - Other Current Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accounts payable $ 37,156 $ 36,416
Deferred revenue, current 39,025 31,474
Square Capital payable 5,851 6,092
Square Payroll payable 13,304 7,534
Other 12,731 17,637
Total $ 108,067 $ 99,153
v3.19.3
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT) - Other Non-Current Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Marketable equity investment $ 28,875 $ 28,875   $ 45,342
Non-current lease prepayments 34,199 34,199   0
Other 18,252 18,252   13,051
Total 81,326 81,326   $ 58,393
Gain (loss) on equity investment $ 2,500 $ (16,467) $ 36,908  
v3.19.3
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT) - Other Non-Current Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Statutory liabilities $ 51,623 $ 54,748
Deferred rent, non-current 0 23,003
Deferred revenue, non-current 6,238 4,977
Other 12,622 10,558
Total $ 70,483 $ 93,286
v3.19.3
INDEBTEDNESS - Revolving Credit Facility Narrative (Details) - Revolving Credit Facility - Line of Credit - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Nov. 30, 2015
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Debt Instrument [Line Items]          
Maximum borrowing capacity $ 375,000,000.0        
Administrative agent fee $ 100,000        
Unused commitment fee percentage 0.15%        
Amounts drawn to date   $ 0   $ 0  
Remaining borrowing capacity   375,000,000.0   375,000,000.0  
Unused commitment fees   $ 100,000 $ 400,000 $ 100,000 $ 400,000
Federal Funds Rate          
Debt Instrument [Line Items]          
Basis spread on variable rate 0.50%        
One Month LIBOR | Minimum          
Debt Instrument [Line Items]          
Basis spread on variable rate 0.00%        
One Month LIBOR | Maximum          
Debt Instrument [Line Items]          
Basis spread on variable rate 1.00%        
LIBOR | Minimum          
Debt Instrument [Line Items]          
Basis spread on variable rate 1.00%        
LIBOR | Maximum          
Debt Instrument [Line Items]          
Basis spread on variable rate 2.00%        
v3.19.3
INDEBTEDNESS - Convertible Senior Notes Narrative (Details)
$ / shares in Units, shares in Millions
9 Months Ended 12 Months Ended
Dec. 31, 2018
USD ($)
May 25, 2018
USD ($)
day
$ / shares
Mar. 06, 2017
USD ($)
day
$ / shares
Sep. 30, 2019
USD ($)
Sep. 30, 2018
USD ($)
Dec. 31, 2018
USD ($)
shares
Debt Instrument [Line Items]            
Principal payment on conversion of senior notes       $ 0 $ 70,047,000  
Loss on extinguishment of long-term debt       0 $ 1,625,000  
Convertible Debt            
Debt Instrument [Line Items]            
Conversion price (in USD per share) | $ / shares   $ 77.85 $ 22.95      
Carrying amount of equity component $ 194,392,000     194,392,000   $ 194,392,000
Issuance costs attributable to the liability component 8,040,000     6,025,000   8,040,000
Convertible Debt | 2023 Notes            
Debt Instrument [Line Items]            
Aggregate principal amount   $ 862,500,000        
Interest rate   0.50%        
Conversion rate   0.0128456        
Conversion price (in USD per share) | $ / shares   $ 77.85        
Carrying amount of equity component 154,019,000 $ 155,300,000   $ 154,019,000   154,019,000
Effective interest rate of the liability component   4.69%   4.69%    
Discounts and commissions payable   $ 6,000,000.0        
Third party offering costs   800,000        
Issuance costs attributable to the liability component 5,054,000 $ 5,600,000   $ 3,647,000   5,054,000
Convertible Debt | 2023 Notes | Debt Instrument, Conversion Term One            
Debt Instrument [Line Items]            
Threshold trading days | day   20        
Threshold consecutive trading days | day   30        
Threshold percentage of stock price trigger   130.00%        
Convertible Debt | 2023 Notes | Debt Instrument Conversion Term Two            
Debt Instrument [Line Items]            
Threshold trading days | day   5        
Threshold consecutive trading days | day   5        
Threshold percentage of stock price trigger   98.00%        
Convertible Debt | 2022 Notes            
Debt Instrument [Line Items]            
Aggregate principal amount     $ 440,000,000.0      
Interest rate     0.375%      
Conversion rate     0.0435749      
Conversion price (in USD per share) | $ / shares     $ 22.95      
Carrying amount of equity component 40,373,000   $ 86,200,000 $ 40,373,000   40,373,000
Effective interest rate of the liability component     5.34% 5.34%    
Discounts and commissions payable     $ 11,000,000.0      
Third party offering costs     800,000      
Issuance costs attributable to the liability component 2,986,000   $ 9,400,000 $ 2,378,000   2,986,000
Notes converted           228,300,000
Principal payment on conversion of senior notes           $ 219,400,000
Shares issued upon conversion (in shares) | shares           7.3
Loss on extinguishment of long-term debt 5,000,000.0          
Reduction to additional paid in capital $ 21,000,000.0          
Convertible Debt | 2022 Notes | Debt Instrument, Conversion Term One            
Debt Instrument [Line Items]            
Threshold trading days | day     20      
Threshold consecutive trading days | day     30      
Threshold percentage of stock price trigger     130.00%      
Convertible Debt | 2022 Notes | Debt Instrument Conversion Term Two            
Debt Instrument [Line Items]            
Threshold trading days | day     5      
Threshold consecutive trading days | day     5      
Threshold percentage of stock price trigger     98.00%      
v3.19.3
INDEBTEDNESS - Net Carrying Amount of Convertible Notes (Details) - Convertible Debt - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
May 25, 2018
Mar. 06, 2017
Debt Instrument [Line Items]        
Principal outstanding $ 1,074,226 $ 1,074,228    
Unamortized debt discount (139,332) (166,493)    
Unamortized debt issuance costs (6,025) (8,040)    
Net carrying value 928,869 899,695    
2023 Notes        
Debt Instrument [Line Items]        
Principal outstanding 862,500 862,500    
Unamortized debt discount (117,932) (138,924)    
Unamortized debt issuance costs (3,647) (5,054) $ (5,600)  
Net carrying value 740,921 718,522    
2022 Notes        
Debt Instrument [Line Items]        
Principal outstanding 211,726 211,728    
Unamortized debt discount (21,400) (27,569)    
Unamortized debt issuance costs (2,378) (2,986)   $ (9,400)
Net carrying value $ 187,948 $ 181,173    
v3.19.3
INDEBTEDNESS - Carrying Amount of Equity Component of Convertible Notes (Details) - Convertible Debt - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
May 25, 2018
Mar. 06, 2017
Debt Instrument [Line Items]        
Amount allocated to conversion option $ 196,731 $ 196,731    
Less: allocated issuance costs (2,339) (2,339)    
Equity component, net 194,392 194,392    
2023 Notes        
Debt Instrument [Line Items]        
Amount allocated to conversion option 155,250 155,250    
Less: allocated issuance costs (1,231) (1,231)    
Equity component, net 154,019 154,019 $ 155,300  
2022 Notes        
Debt Instrument [Line Items]        
Amount allocated to conversion option 41,481 41,481    
Less: allocated issuance costs (1,108) (1,108)    
Equity component, net $ 40,373 $ 40,373   $ 86,200
v3.19.3
INDEBTEDNESS - Interest Expense on Convertible Notes (Details) - Convertible Debt - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
May 25, 2018
Mar. 06, 2017
Debt Instrument [Line Items]            
Contractual interest expense $ 1,277 $ 1,469 $ 3,831 $ 2,732    
Amortization of debt discount and issuance costs 9,843 11,627 29,176 22,850    
Total $ 11,120 $ 13,096 $ 33,007 $ 25,582    
2023 Notes            
Debt Instrument [Line Items]            
Effective interest rate of the liability component 4.69%   4.69%   4.69%  
2022 Notes            
Debt Instrument [Line Items]            
Effective interest rate of the liability component 5.34%   5.34%     5.34%
v3.19.3
INDEBTEDNESS - Convertible Note Hedge and Warrant Transactions (Details) - USD ($)
$ / shares in Units, $ in Thousands, shares in Millions
9 Months Ended 12 Months Ended
May 25, 2018
Mar. 06, 2017
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Debt Instrument [Line Items]          
Proceeds from issuance of warrants     $ 0 $ 112,125  
Convertible Debt          
Debt Instrument [Line Items]          
Conversion price of convertible debt (in USD per share) $ 77.85 $ 22.95      
Conversion price of convertible debt after effect of warrants and note hedge (in USD per share) $ 109.26 $ 31.18      
Common Stock Warrant          
Debt Instrument [Line Items]          
Warrants to purchase aggregate shares of capital stock (in shares) 11.1 19.2      
Warrants, weighted average exercise price (in USD per share) $ 109.26 $ 31.18      
Proceeds from issuance of warrants $ 112,100 $ 57,200      
Shares of common stock received due to exercise of note hedges (in shares)     0.3   6.9
Options          
Debt Instrument [Line Items]          
Warrants to purchase aggregate shares of capital stock (in shares) 11.1 19.2      
Convertible note hedge, option to purchase common stock, price (in USD per share) $ 77.85 $ 22.95      
Cost of convertible note hedge $ 172,600 $ 92,100      
v3.19.3
ACCRUED TRANSACTION LOSSES (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Loss Contingency Accrual        
Accrued transaction losses, beginning of the period     $ 33,682  
Provision for transaction losses     94,827 $ 63,603
Accrued transaction losses, end of the period $ 37,419   37,419  
Transaction Losses        
Loss Contingency Accrual        
Accrued transaction losses, beginning of the period 39,630 $ 29,207 33,682 26,893
Provision for transaction losses 18,225 20,449 60,223 48,794
Charge-offs to accrued transaction losses (20,436) (14,324) (56,486) (40,355)
Accrued transaction losses, end of the period $ 37,419 $ 35,332 $ 37,419 $ 35,332
v3.19.3
INCOME TAXES (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Income Tax Disclosure [Abstract]        
Income tax expense $ 2,606 $ 1,066 $ 2,259 $ 1,845
Effective tax rate 8.10% 5.10% (17.10%) (22.00%)
v3.19.3
STOCKHOLDERS' EQUITY - Common Stock and Warrants Narrative (Details)
$ / shares in Units, $ in Thousands
9 Months Ended
May 25, 2018
USD ($)
$ / shares
shares
Mar. 06, 2017
USD ($)
$ / shares
shares
Sep. 30, 2019
USD ($)
vote
$ / shares
shares
Sep. 30, 2018
USD ($)
Dec. 31, 2018
$ / shares
shares
Class of Stock [Line Items]          
Proceeds from issuance of warrants | $     $ 0 $ 112,125  
Common Stock Warrant          
Class of Stock [Line Items]          
Warrants to purchase aggregate shares of capital stock (in shares) 11,100,000 19,200,000      
Warrants, weighted average exercise price (in USD per share) | $ / shares $ 109.26 $ 31.18      
Proceeds from issuance of warrants | $ $ 112,100 $ 57,200      
Number of warrants exercised (in shares)     0    
Class A          
Class of Stock [Line Items]          
Common stock, number of votes entitled for each share held (in votes) | vote     1    
Common stock, shares authorized (in shares)     1,000,000,000   1,000,000,000
Common stock, par value (in USD per share) | $ / shares     $ 0.0000001   $ 0.0000001
Common stock, shares outstanding (in shares)     346,552,092   323,546,864
Class B          
Class of Stock [Line Items]          
Common stock, number of votes entitled for each share held (in votes) | vote     10    
Common stock, shares authorized (in shares)     500,000,000   500,000,000
Common stock, par value (in USD per share) | $ / shares     $ 0.0000001   $ 0.0000001
Common stock, shares outstanding (in shares)     82,521,716   93,501,142
v3.19.3
STOCKHOLDERS' EQUITY - Stock Plans and Share Based Compensation Narrative (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Nov. 17, 2015
shares
Sep. 30, 2019
USD ($)
shares
Sep. 30, 2018
USD ($)
Sep. 30, 2019
USD ($)
plan
shares
Sep. 30, 2018
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Number of share based compensation plans | plan       2  
Employee stock purchase plan, compensation expense | $   $ 77,426 $ 58,913 $ 217,980 $ 157,856
Capitalized share-based compensation expense | $   2,400 2,000 6,000 6,300
Unrecognized compensation cost, options | $   745,000   745,000  
Employee stock purchase plan          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Employee stock purchase plan, compensation expense | $   $ 5,100 $ 2,000 $ 14,100 $ 6,300
Stock options          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unrecognized compensation cost, period for recognition       2 years 9 months 18 days  
2009 Stock Option Plan          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares available for future issuance (in shares)   0   0  
2009 Stock Option Plan | Stock options, RSAs, and RSUs          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Equity instruments outstanding (in shares)   20,422,313   20,422,313  
2015 Equity Incentive Plan          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares available for future issuance (in shares)   82,968,841   82,968,841  
Shares reserved for future issuance (in shares) 30,000,000        
Shares reserved for future issuance, percentage of annual increase 5.00%        
2015 Equity Incentive Plan | Stock options, RSAs, and RSUs          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Equity instruments outstanding (in shares)   21,822,262   21,822,262  
2015 Equity Incentive Plan | Maximum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares reserved for future issuance, amount of annual increase (in shares) 40,000,000        
v3.19.3
STOCKHOLDERS' EQUITY - Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2019
Sep. 30, 2019
Dec. 31, 2018
Number of Stock Options Outstanding      
Beginning balance (in shares)   33,152,881  
Granted (in shares)   1,184,657  
Exercised (in shares)   (7,881,289)  
Forfeited (in shares)   (136,772)  
Ending balance (in shares) 26,319,477 26,319,477 33,152,881
Weighted Average Exercise Price      
Beginning balance (in USD per share)   $ 9.52  
Granted (in USD per share)   72.15  
Exercised (in USD per share)   7.97  
Forfeited (in USD per share)   11.70  
Ending balance (in USD per share) $ 12.80 $ 9.52 $ 9.52
Options Exercisable      
Options exercisable (in shares) 24,136,540    
Options exercisable (in USD per share) $ 9.40    
Additional Disclosures      
Weighted average remaining contractual term, options outstanding   5 years 2 months 23 days 5 years 5 months 12 days
Weighted average remaining contractual term, options exercisable   4 years 11 months 1 day  
Aggregate intrinsic value, options outstanding $ 1,305,789   $ 1,543,793
Aggregate intrinsic value, options exercisable $ 1,269,509    
v3.19.3
STOCKHOLDERS' EQUITY - Restricted Stock Awards and Restricted Stock Units Activity (Details) - RSAs and RSUs
9 Months Ended
Sep. 30, 2019
$ / shares
shares
Number of shares  
Beginning balance (in shares) | shares 17,934,728
Granted (in shares) | shares 5,735,224
Vested (in shares) | shares (6,016,950)
Forfeited (in shares) | shares (1,727,904)
Ending balance (in shares) | shares 15,925,098
Weighted Average Grant Date Fair Value  
Beginning balance (in USD per share) | $ / shares $ 31.34
Granted (in USD per share) | $ / shares 73.29
Vested (in USD per share) | $ / shares 29.05
Forfeited (in USD per share) | $ / shares 35.90
Ending balance (in USD per share) | $ / shares $ 46.82
v3.19.3
STOCKHOLDERS' EQUITY - Stock Option Fair Value Assumptions (Details) - Stock options
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Dividend yield 0.00% 0.00%
Risk-free interest rate 2.48% 2.92%
Expected volatility 39.52% 30.87%
Expected term (years) 6 years 18 days 6 years 2 months 8 days
v3.19.3
STOCKHOLDERS' EQUITY - Effects of Share-Based Compensation on Statements of Operations (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Share-based compensation expense $ 77,426 $ 58,913 $ 217,980 $ 157,856
Cost of revenue        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Share-based compensation expense 38 18 88 79
Product development        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Share-based compensation expense 56,321 39,525 155,114 103,813
Sales and marketing        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Share-based compensation expense 6,269 6,108 20,304 16,703
General and administrative        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Share-based compensation expense $ 14,798 $ 13,262 $ 42,474 $ 37,261
v3.19.3
NET INCOME (LOSS) PER SHARE - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Sep. 30, 2019
Sep. 30, 2018
Earnings Per Share [Abstract]                
Net income (loss) $ 29,397 $ (6,740) $ (38,151) $ 19,643 $ (5,906) $ (23,986) $ (15,494) $ (10,249)
Basic shares:                
Weighted-average common shares outstanding (in shares) 427,906     410,095     423,957 403,577
Weighted-average unvested shares (in shares) (782)     (405)     (718) (597)
Weighted-average shares used to compute basic net loss per share (in shares) 427,124     409,690     423,239 402,980
Diluted shares:                
Stock options and restricted stock units 28,549     47,175     0 0
Convertible senior notes 0     6,409     0 0
Common stock warrants 10,372     11,422     0 0
Employee stock purchase plan 54     219     0 0
Weighted-average shares used to compute diluted income (loss) per share (in shares) 466,099     474,915     423,239 402,980
Net income (loss) per share:                
Basic (in USD per share) $ 0.07     $ 0.05     $ (0.04) $ (0.03)
Diluted (in USD per share) $ 0.06     $ 0.04     $ (0.04) $ (0.03)
v3.19.3
NET INCOME (LOSS) PER SHARE - Antidilutive Securities Excluded from Computation of Diluted Net Income (Loss) Per Share (Details) - shares
shares in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from calculation of diluted net income (loss) per share (in shares) 56,269 54,755 97,537 112,289
Stock options and restricted stock units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from calculation of diluted net income (loss) per share (in shares) 15,113 12,079 46,045 62,822
Common stock warrants        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from calculation of diluted net income (loss) per share (in shares) 19,880 18,830 30,252 24,387
Convertible senior notes        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from calculation of diluted net income (loss) per share (in shares) 20,305 23,415 20,305 24,276
Unvested shares        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from calculation of diluted net income (loss) per share (in shares) 782 405 718 597
Employee stock purchase plan        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from calculation of diluted net income (loss) per share (in shares) 189 26 217 207
v3.19.3
RELATED PARTY TRANSACTIONS (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Jul. 31, 2019
Related Party Transaction [Line Items]    
Lease executed but not yet commenced, term   15 years 6 months
Lease executed but not yet commenced $ 344,202 $ 42,700
Affiliated Entity    
Related Party Transaction [Line Items]    
Lease executed but not yet commenced, term   15 years 6 months
Lease executed but not yet commenced   $ 42,700
v3.19.3
COMMITMENTS AND CONTINGENCIES - Operating and Finance Leases Narrative (Details)
$ in Thousands
1 Months Ended 9 Months Ended
Jul. 31, 2019
USD ($)
ft²
renewal_option
Dec. 31, 2018
USD ($)
ft²
renewal_option
Sep. 30, 2019
USD ($)
Lessee, Lease, Description [Line Items]      
Operating lease renewal term     5 years
Operating lease option to terminate term     1 year
Total lease payments over term     $ 492,508
Leased area of office space executed but not yet commenced (in sq ft) | ft² 226,258    
Lease executed but not yet commenced, term 15 years 6 months    
Lease executed but not yet commenced, number of renewal options | renewal_option 2    
Lease executed but not yet commenced renewal term 5 years    
Lease executed but not yet commenced $ 42,700   $ 344,202
Minimum      
Lessee, Lease, Description [Line Items]      
Operating lease term     1 year
Maximum      
Lessee, Lease, Description [Line Items]      
Operating lease term     12 years
Lease executed but not yet commenced, option to terminate leased space (up to) 50.00%    
Equipment      
Lessee, Lease, Description [Line Items]      
Finance lease, remaining lease term     2 years
Oakland, California | Building      
Lessee, Lease, Description [Line Items]      
Operating lease term   12 years  
Operating lease renewal term   5 years  
Leased area of office space (in sq ft) | ft²   355,762  
Operating lease, number of renewal options | renewal_option   2  
Total lease payments over term   $ 276,000  
v3.19.3
COMMITMENTS AND CONTINGENCIES - Schedule of Lease Expense Components (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]    
Fixed operating lease costs $ 7,449 $ 21,626
Variable operating lease costs 1,646 3,871
Sublease income (1,468) (1,570)
Finance lease costs    
Amortization of finance right-of-use assets 1,284 3,861
Interest on finance lease liabilities 0 0
Total lease costs $ 8,911 $ 27,788
v3.19.3
COMMITMENTS AND CONTINGENCIES - Other Information Related to Leases (Details)
Sep. 30, 2019
Weighted Average Remaining Lease Term:  
Operating leases 4 years 6 months
Finance leases 27 days
Weighted Average Discount Rate:  
Operating leases 4.00%
Finance leases 0.00%
v3.19.3
COMMITMENTS AND CONTINGENCIES - Cash Flows Related to Leases (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2019
USD ($)
Cash flows from operating activities:  
Payments for operating lease liabilities $ 24,580
Cash flows from financing activities:  
Principal payments on finance lease obligation 3,860
Supplemental Cash Flow Data:  
Right-of-use assets obtained in exchange for operating lease obligations $ 31,013
v3.19.3
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases and Finance Leases (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Jul. 31, 2019
Finance    
2019 (remaining 3 months) $ 1,178  
2020 2,446  
2021 0  
2022 0  
2023 0  
Thereafter 0  
Total 3,624  
Less: amount representing interest 0  
Less: leases executed but not yet commenced 0  
Total 3,624  
Operating    
2019 (remaining 3 months) 5,942  
2020 40,388  
2021 59,459  
2022 61,005  
2023 54,842  
Thereafter 270,872  
Total 492,508  
Less: amount representing interest 13,245  
Less: leases executed but not yet commenced 344,202 $ 42,700
Lessee, Finance Lease, Lease Incentive Payable And Transfer To Held-For-Sale 0  
Less: lease incentives and transfer to held for sale 2,825  
Total $ 132,236  
v3.19.3
COMMITMENTS AND CONTINGENCIES - Litigation (Details) - USD ($)
Sep. 06, 2019
Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]    
Gross receipts tax and payroll expense tax paid   $ 1,300,000
Minimum    
Income Tax Examination [Line Items]    
Estimate of possible liability for additional taxes, interest and penalties $ 0  
Maximum    
Income Tax Examination [Line Items]    
Estimate of possible liability for additional taxes, interest and penalties $ 56,000,000  
v3.19.3
SEGMENT AND GEOGRAPHICAL INFORMATION - Narrative (Details)
9 Months Ended
Sep. 30, 2019
segment
Segment Reporting [Abstract]  
Number of operating segments 1
Number of reportable segments 1
v3.19.3
SEGMENT AND GEOGRAPHICAL INFORMATION - Revenue by Geographic Area (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenue $ 1,266,474 $ 882,108 $ 3,400,071 $ 2,365,649
United States        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenue 1,200,488 838,149 3,233,432 2,255,657
International        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenue $ 65,986 $ 43,959 $ 166,639 $ 109,992
v3.19.3
SEGMENT AND GEOGRAPHICAL INFORMATION - Long-lived Assets by Geographic Area (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets $ 581,471 $ 481,209
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 570,273 471,970
International    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets $ 11,198 $ 9,239
v3.19.3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Supplemental Cash Flow Data:    
Cash paid for interest $ 3,377 $ 1,945
Cash paid for income taxes 2,266 1,265
Right-of-use assets obtained in exchange for operating lease obligations 31,013  
Supplemental disclosures of non-cash investing and financing activities:    
Change in purchases of property and equipment in accounts payable and accrued expenses 11,402 11,004
Unpaid business combination purchase price 8,411 3,995
Fair value of common stock issued related to business combination 0 (140,107)
Recovery of common stock in connection with indemnification settlement agreement 789 2,745
Fair value of common stock issued to settle the conversion of senior notes, due 2022 0 (189,916)
Fair value of shares received to settle senior note hedges, due 2022 $ 0 $ 189,916
v3.19.3
Label Element Value
Cumulative Effect of New Accounting Principle in Period of Adoption us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption $ (4,586,000)
Retained Earnings [Member]  
Cumulative Effect of New Accounting Principle in Period of Adoption us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption $ (4,586,000)