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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pinterest Inc | NYSE:PINS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 41.38 | 71 | 09:56:57 |
Delaware
|
26-3607129
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
505 Brannan Street
San Francisco, California
|
94107
|
(Address of Principal Executive Offices, including zip code)
|
(Zip Code)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Class A Common Stock, $0.00001 par value
|
PINS
|
New York Stock Exchange (NYSE)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
x
|
Smaller reporting company
|
o
|
|
|
Emerging growth company
|
x
|
|
|
Page
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
|
•
|
our financial performance, including revenue, cost of revenue and operating expenses;
|
•
|
our ability to attract and retain Pinners and their level of engagement;
|
•
|
our ability to provide content that is useful and relevant to Pinners’ personal taste and interests;
|
•
|
our ability to develop successful new products or improve existing ones;
|
•
|
our ability to maintain and enhance our brand and reputation;
|
•
|
potential harm caused by compromises in security;
|
•
|
potential harm caused by changes in internet search engines’ methodologies, particularly search engine optimization methodologies and policies;
|
•
|
discontinuation, disruptions or outages in third-party single sign-on access;
|
•
|
our ability to compete effectively in our industry;
|
•
|
our ability to scale our business, including our monetization efforts;
|
•
|
our ability to attract and retain advertisers and scale our revenue model;
|
•
|
our ability to develop effective products and tools for advertisers, including measurement tools;
|
•
|
our ability to expand and monetize our platform internationally;
|
•
|
our ability to effectively manage the growth of our business;
|
•
|
our lack of operating history and ability to attain and sustain profitability;
|
•
|
decisions that reduce short-term revenue or profitability or do not produce the long-term benefits we expect;
|
•
|
fluctuations in our operating results;
|
•
|
our ability to raise additional capital;
|
•
|
our ability to receive, process, store, use and share data, and compliance with laws and regulations related to data privacy and content;
|
•
|
our ability to comply with modified or new laws and regulations applying to our business, and potential harm to our business as a result of those laws and regulations;
|
•
|
real or perceived inaccuracies in metrics related to our business;
|
•
|
disruption of, degradation in or interference with our use of Amazon Web Services and our infrastructure; and
|
•
|
our ability to attract and retain personnel.
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,408,739
|
|
|
$
|
122,509
|
|
Marketable securities
|
442,009
|
|
|
505,304
|
|
||
Accounts receivable, net of allowances of $2,533 and $3,097 as of June 30, 2019 and December 31, 2018, respectively
|
202,957
|
|
|
221,932
|
|
||
Prepaid expenses and other current assets
|
52,711
|
|
|
39,607
|
|
||
Total current assets
|
2,106,416
|
|
|
889,352
|
|
||
Property and equipment, net
|
84,612
|
|
|
81,512
|
|
||
Operating lease right-of-use assets
|
153,618
|
|
|
145,203
|
|
||
Goodwill and intangible assets, net
|
15,364
|
|
|
14,071
|
|
||
Restricted cash
|
23,315
|
|
|
11,724
|
|
||
Other assets
|
3,851
|
|
|
10,869
|
|
||
Total assets
|
$
|
2,387,176
|
|
|
$
|
1,152,731
|
|
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
30,524
|
|
|
$
|
22,169
|
|
Accrued expenses and other current liabilities
|
109,373
|
|
|
86,258
|
|
||
Total current liabilities
|
139,897
|
|
|
108,427
|
|
||
Operating lease liabilities
|
155,847
|
|
|
151,395
|
|
||
Other liabilities
|
18,192
|
|
|
22,073
|
|
||
Total liabilities
|
313,936
|
|
|
281,895
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Redeemable convertible preferred stock, $0.00001 par value; no shares authorized, issued or outstanding as of June 30, 2019; 928,676 shares authorized, 308,373 shares issued and outstanding as of December 31, 2018
|
—
|
|
|
1,465,399
|
|
||
|
|
|
|
||||
Stockholders’ equity (deficit):
|
|
|
|
||||
Common stock, $0.00001 par value, no shares authorized, issued or outstanding as of June 30, 2019; 1,932,500 shares authorized, 127,298 shares issued and outstanding as of December 31, 2018
|
—
|
|
|
1
|
|
||
Class A common stock, $0.00001 par value, 6,666,667 shares authorized, 127,017 shares issued and outstanding as of June 30, 2019; Class B common stock, $0.00001 par value, 1,333,333 shares authorized, 415,688 shares issued and outstanding as of June 30, 2019; no shares authorized, issued or outstanding as of December 31, 2018 for either class
|
5
|
|
|
—
|
|
||
Additional paid-in capital
|
4,118,988
|
|
|
252,212
|
|
||
Accumulated other comprehensive income (loss)
|
523
|
|
|
(1,421
|
)
|
||
Accumulated deficit
|
(2,046,276
|
)
|
|
(845,355
|
)
|
||
Total stockholders’ equity (deficit)
|
2,073,240
|
|
|
(594,563
|
)
|
||
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)
|
$
|
2,387,176
|
|
|
$
|
1,152,731
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
$
|
261,249
|
|
|
$
|
161,192
|
|
|
$
|
463,160
|
|
|
$
|
292,551
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
105,415
|
|
|
57,974
|
|
|
179,109
|
|
|
109,627
|
|
||||
Research and development
|
801,879
|
|
|
61,604
|
|
|
874,323
|
|
|
121,651
|
|
||||
Sales and marketing
|
296,919
|
|
|
65,148
|
|
|
373,313
|
|
|
120,922
|
|
||||
General and administrative
|
224,179
|
|
|
17,834
|
|
|
248,384
|
|
|
36,701
|
|
||||
Total costs and expenses
|
1,428,392
|
|
|
202,560
|
|
|
1,675,129
|
|
|
388,901
|
|
||||
Loss from operations
|
(1,167,143
|
)
|
|
(41,368
|
)
|
|
(1,211,969
|
)
|
|
(96,350
|
)
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
||||||||
Interest income
|
8,127
|
|
|
3,187
|
|
|
12,186
|
|
|
5,825
|
|
||||
Interest expense and other income (expense), net
|
(448
|
)
|
|
(214
|
)
|
|
(948
|
)
|
|
(456
|
)
|
||||
Loss before provision for income taxes
|
(1,159,464
|
)
|
|
(38,395
|
)
|
|
(1,200,731
|
)
|
|
(90,981
|
)
|
||||
Provision for income taxes
|
37
|
|
|
12
|
|
|
190
|
|
|
135
|
|
||||
Net loss
|
$
|
(1,159,501
|
)
|
|
$
|
(38,407
|
)
|
|
$
|
(1,200,921
|
)
|
|
$
|
(91,116
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(2.62
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(4.20
|
)
|
|
$
|
(0.72
|
)
|
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
443,340
|
|
|
127,011
|
|
|
285,955
|
|
|
126,934
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(1,159,501
|
)
|
|
$
|
(38,407
|
)
|
|
$
|
(1,200,921
|
)
|
|
$
|
(91,116
|
)
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gain (loss) on available-for-sale marketable securities
|
745
|
|
|
269
|
|
|
1,934
|
|
|
(858
|
)
|
||||
Change in foreign currency translation adjustment
|
9
|
|
|
(220
|
)
|
|
10
|
|
|
(152
|
)
|
||||
Comprehensive loss
|
$
|
(1,158,747
|
)
|
|
$
|
(38,358
|
)
|
|
$
|
(1,198,977
|
)
|
|
$
|
(92,126
|
)
|
|
Three Months Ended June 30, 2019
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Redeemable Convertible Preferred Stock
|
|
|
Class A and Class B Common Stock |
|
Additional
Paid-In Capital |
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Stockholders’ Equity (Deficit)
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance as of March 31, 2019
|
308,373
|
|
|
$
|
1,465,399
|
|
|
|
127,371
|
|
|
$
|
1
|
|
|
$
|
253,016
|
|
|
$
|
(231
|
)
|
|
$
|
(886,775
|
)
|
|
$
|
(633,989
|
)
|
Release of restricted stock units
|
—
|
|
|
—
|
|
|
|
20,257
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares repurchased for tax withholdings on release of restricted stock units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(302,675
|
)
|
|
—
|
|
|
—
|
|
|
(302,675
|
)
|
||||||
Conversion of redeemable convertible preferred stock and redeemable convertible preferred stock warrants to common stock in connection with initial public offering
|
(308,373
|
)
|
|
(1,465,399
|
)
|
|
|
308,622
|
|
|
3
|
|
|
1,470,074
|
|
|
—
|
|
|
—
|
|
|
1,470,077
|
|
||||||
Issuance of common stock in connection with initial public offering net of underwriters' discounts and commissions and offering costs
|
—
|
|
|
—
|
|
|
|
86,250
|
|
|
1
|
|
|
1,563,382
|
|
|
—
|
|
|
—
|
|
|
1,563,383
|
|
||||||
Issuance of common stock for cash upon exercise of stock options, net
|
—
|
|
|
—
|
|
|
|
204
|
|
|
—
|
|
|
592
|
|
|
—
|
|
|
—
|
|
|
592
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,134,599
|
|
|
—
|
|
|
—
|
|
|
1,134,599
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
754
|
|
|
—
|
|
|
754
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,159,501
|
)
|
|
(1,159,501
|
)
|
||||||
Balance as of June 30, 2019
|
—
|
|
|
$
|
—
|
|
|
|
542,704
|
|
|
$
|
5
|
|
|
$
|
4,118,988
|
|
|
$
|
523
|
|
|
$
|
(2,046,276
|
)
|
|
$
|
2,073,240
|
|
|
Three Months Ended June 30, 2018
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Redeemable Convertible Preferred Stock
|
|
|
Common Stock |
|
Additional
Paid-In Capital |
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Stockholders’ Equity (Deficit)
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance as of March 31, 2018
|
308,373
|
|
|
$
|
1,465,399
|
|
|
|
126,911
|
|
|
$
|
1
|
|
|
$
|
241,951
|
|
|
$
|
(1,825
|
)
|
|
$
|
(835,090
|
)
|
|
$
|
(594,963
|
)
|
Issuance of common stock for cash upon exercise of stock options, net
|
—
|
|
|
—
|
|
|
|
199
|
|
|
—
|
|
|
426
|
|
|
—
|
|
|
—
|
|
|
426
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3,959
|
|
|
—
|
|
|
—
|
|
|
3,959
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,407
|
)
|
|
(38,407
|
)
|
||||||
Balance as of June 30, 2018
|
308,373
|
|
|
$
|
1,465,399
|
|
|
|
127,110
|
|
|
$
|
1
|
|
|
$
|
246,336
|
|
|
$
|
(1,776
|
)
|
|
$
|
(873,497
|
)
|
|
$
|
(628,936
|
)
|
|
Six Months Ended June 30, 2019
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Redeemable Convertible Preferred Stock
|
|
|
Class A and Class B Common Stock |
|
Additional
Paid-In Capital |
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Stockholders’ Equity (Deficit)
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance as of December 31, 2018
|
308,373
|
|
|
$
|
1,465,399
|
|
|
|
127,298
|
|
|
$
|
1
|
|
|
$
|
252,212
|
|
|
$
|
(1,421
|
)
|
|
$
|
(845,355
|
)
|
|
$
|
(594,563
|
)
|
Release of restricted stock units
|
—
|
|
|
—
|
|
|
|
20,257
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares repurchased for tax withholdings on release of restricted stock units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(302,675
|
)
|
|
—
|
|
|
—
|
|
|
(302,675
|
)
|
||||||
Conversion of redeemable convertible preferred stock and redeemable convertible preferred stock warrants to common stock in connection with initial public offering
|
(308,373
|
)
|
|
(1,465,399
|
)
|
|
|
308,622
|
|
|
3
|
|
|
1,470,074
|
|
|
—
|
|
|
—
|
|
|
1,470,077
|
|
||||||
Issuance of common stock in connection with initial public offering net of underwriters' discounts and commissions and offering costs
|
—
|
|
|
—
|
|
|
|
86,250
|
|
|
1
|
|
|
1,563,382
|
|
|
—
|
|
|
—
|
|
|
1,563,383
|
|
||||||
Issuance of common stock for cash upon exercise of stock options, net
|
—
|
|
|
—
|
|
|
|
277
|
|
|
—
|
|
|
702
|
|
|
—
|
|
|
—
|
|
|
702
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,135,293
|
|
|
—
|
|
|
—
|
|
|
1,135,293
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,944
|
|
|
—
|
|
|
1,944
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,200,921
|
)
|
|
(1,200,921
|
)
|
||||||
Balance as of June 30, 2019
|
—
|
|
|
$
|
—
|
|
|
|
542,704
|
|
|
$
|
5
|
|
|
$
|
4,118,988
|
|
|
$
|
523
|
|
|
$
|
(2,046,276
|
)
|
|
$
|
2,073,240
|
|
|
Six Months Ended June 30, 2018
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Redeemable Convertible Preferred Stock
|
|
|
Common Stock |
|
Additional
Paid-In Capital |
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Stockholders’ Equity (Deficit)
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance as of December 31, 2017
|
308,373
|
|
|
$
|
1,465,399
|
|
|
|
126,771
|
|
|
$
|
1
|
|
|
$
|
236,682
|
|
|
$
|
(766
|
)
|
|
$
|
(782,381
|
)
|
|
$
|
(546,464
|
)
|
Issuance of common stock for cash upon exercise of stock options, net
|
—
|
|
|
—
|
|
|
|
339
|
|
|
—
|
|
|
861
|
|
|
—
|
|
|
—
|
|
|
861
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
8,793
|
|
|
—
|
|
|
—
|
|
|
8,793
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,010
|
)
|
|
—
|
|
|
(1,010
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,116
|
)
|
|
(91,116
|
)
|
||||||
Balance as of June 30, 2018
|
308,373
|
|
|
$
|
1,465,399
|
|
|
|
127,110
|
|
|
$
|
1
|
|
|
$
|
246,336
|
|
|
$
|
(1,776
|
)
|
|
$
|
(873,497
|
)
|
|
$
|
(628,936
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(1,200,921
|
)
|
|
$
|
(91,116
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
12,203
|
|
|
10,298
|
|
||
Share-based compensation
|
1,135,293
|
|
|
8,793
|
|
||
Other
|
(2,713
|
)
|
|
1,287
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
19,615
|
|
|
14,599
|
|
||
Prepaid expenses and other assets
|
(6,174
|
)
|
|
11,303
|
|
||
Operating lease right-of-use assets
|
14,040
|
|
|
9,063
|
|
||
Accounts payable
|
7,189
|
|
|
3,286
|
|
||
Accrued expenses and other liabilities
|
15,310
|
|
|
10,704
|
|
||
Operating lease liabilities
|
(10,217
|
)
|
|
(7,044
|
)
|
||
Net cash used in operating activities
|
(16,375
|
)
|
|
(28,827
|
)
|
||
Investing activities
|
|
|
|
||||
Purchases of property and equipment and intangible assets
|
(11,914
|
)
|
|
(13,585
|
)
|
||
Purchases of marketable securities
|
(159,315
|
)
|
|
(298,425
|
)
|
||
Sales of marketable securities
|
60,239
|
|
|
42,392
|
|
||
Maturities of marketable securities
|
166,288
|
|
|
338,028
|
|
||
Net cash provided by investing activities
|
55,298
|
|
|
68,410
|
|
||
Financing activities
|
|
|
|
||||
Proceeds from initial public offering, net of underwriters' discounts and commissions
|
1,573,200
|
|
|
—
|
|
||
Proceeds from exercise of stock options, net
|
702
|
|
|
861
|
|
||
Shares repurchased for tax withholdings on release of restricted stock units
|
(302,675
|
)
|
|
—
|
|
||
Payment of deferred offering costs and other financing activities
|
(10,103
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
1,261,124
|
|
|
861
|
|
||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(17
|
)
|
|
(110
|
)
|
||
Net increase in cash, cash equivalents, and restricted cash
|
1,300,030
|
|
|
40,334
|
|
||
Cash, cash equivalents, and restricted cash, beginning of period
|
135,290
|
|
|
83,969
|
|
||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
1,435,320
|
|
|
$
|
124,303
|
|
|
|
|
|
||||
Supplemental cash flow information
|
|
|
|
||||
Accrued property and equipment
|
$
|
4,618
|
|
|
$
|
4,283
|
|
Operating lease right-of-use assets obtained in exchange for operating lease liabilities
|
$
|
23,381
|
|
|
$
|
2,912
|
|
1.
|
Description of Business and Summary of Significant Accounting Policies
|
|
June 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
—
|
|
|
$
|
41,707
|
|
|
$
|
—
|
|
|
$
|
41,707
|
|
Money market funds
|
1,001,067
|
|
|
—
|
|
|
—
|
|
|
1,001,067
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
203,309
|
|
|
—
|
|
|
203,309
|
|
||||
Asset-backed securities
|
—
|
|
|
97,397
|
|
|
—
|
|
|
97,397
|
|
||||
Certificates of deposit
|
—
|
|
|
40,721
|
|
|
—
|
|
|
40,721
|
|
||||
Commercial paper
|
—
|
|
|
80,541
|
|
|
—
|
|
|
80,541
|
|
||||
U.S. treasury securities
|
20,041
|
|
|
—
|
|
|
—
|
|
|
20,041
|
|
||||
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
—
|
|
|
3,266
|
|
|
—
|
|
|
3,266
|
|
||||
Restricted cash:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
—
|
|
|
$
|
23,315
|
|
|
$
|
—
|
|
|
$
|
23,315
|
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
785
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
785
|
|
Commercial paper
|
—
|
|
|
73,486
|
|
|
—
|
|
|
73,486
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
204,170
|
|
|
—
|
|
|
204,170
|
|
||||
U.S. treasury securities
|
35,921
|
|
|
—
|
|
|
—
|
|
|
35,921
|
|
||||
Asset-backed securities
|
—
|
|
|
106,658
|
|
|
—
|
|
|
106,658
|
|
||||
Certificates of deposit
|
—
|
|
|
68,359
|
|
|
—
|
|
|
68,359
|
|
||||
Commercial paper
|
—
|
|
|
90,196
|
|
|
—
|
|
|
90,196
|
|
||||
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
—
|
|
|
1,057
|
|
|
—
|
|
|
1,057
|
|
||||
Restricted cash:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
—
|
|
|
11,724
|
|
|
—
|
|
|
11,724
|
|
||||
Other liabilities:
|
|
|
|
|
|
|
|
||||||||
Redeemable convertible preferred stock warrants
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,934
|
|
|
$
|
4,934
|
|
|
June 30, 2019
|
||
Due in one year or less
|
$
|
293,904
|
|
Due after one to five years
|
148,105
|
|
|
Total
|
$
|
442,009
|
|
|
|
Stock Options Outstanding
|
||||||||||
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic
Value
(1)
|
|||||
|
|
|
|
|
(in years)
|
|
|
|||||
Outstanding as of December 31, 2018
|
76,635
|
|
$
|
2.22
|
|
|
4.5
|
|
$
|
1,285,338
|
|
|
Exercised
|
(277)
|
|
2.53
|
|
|
|
|
|
||||
Forfeited
|
(16)
|
|
4.04
|
|
|
|
|
|
||||
Outstanding as of June 30, 2019
|
76,342
|
|
$
|
2.22
|
|
|
4.0
|
|
$
|
1,908,813
|
|
|
Exercisable as of June 30, 2019
|
76,320
|
|
$
|
2.21
|
|
|
4.0
|
|
$
|
1,906,231
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
We calculate intrinsic value based on the difference between the exercise price of in-the-money-stock options and the fair value of our common stock as of the respective balance sheet date.
|
|
Restricted Stock Units Outstanding
|
||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||
Outstanding at December 31, 2018
|
77,882
|
|
$
|
17.79
|
|
Granted
|
29,682
|
|
19.62
|
|
|
Released
|
(36,187)
|
|
17.14
|
|
|
Forfeited
|
(3,916)
|
|
14.63
|
|
|
Outstanding at June 30, 2019
|
67,461
|
|
$
|
19.13
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cost of revenue
|
$
|
28,157
|
|
|
$
|
20
|
|
|
$
|
28,172
|
|
|
$
|
52
|
|
Research and development
|
709,996
|
|
|
3,608
|
|
|
710,622
|
|
|
7,662
|
|
||||
Sales and marketing
|
202,128
|
|
|
352
|
|
|
202,157
|
|
|
593
|
|
||||
General and administrative
|
194,318
|
|
|
(21
|
)
|
|
194,342
|
|
|
486
|
|
||||
Total share-based compensation
|
$
|
1,134,599
|
|
|
$
|
3,959
|
|
|
$
|
1,135,293
|
|
|
$
|
8,793
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
|
Class A
|
|
Class B
|
|
Common
|
|
Class A
|
|
Class B
|
|
Common
|
||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss attributable to common stockholders
|
$
|
(189,368
|
)
|
|
$
|
(970,133
|
)
|
|
$
|
(38,407
|
)
|
|
$
|
(151,947
|
)
|
|
$
|
(1,048,974
|
)
|
|
$
|
(91,116
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
72,406
|
|
|
370,934
|
|
|
127,011
|
|
|
36,180
|
|
|
249,775
|
|
|
126,934
|
|
||||||
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(2.62
|
)
|
|
$
|
(2.62
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(4.20
|
)
|
|
$
|
(4.20
|
)
|
|
$
|
(0.72
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Redeemable convertible preferred stock
|
74,552
|
|
|
308,373
|
|
|
190,816
|
|
|
308,373
|
|
Outstanding stock options
|
76,424
|
|
|
76,950
|
|
|
76,505
|
|
|
77,144
|
|
Unvested restricted stock units
|
73,555
|
|
|
66,730
|
|
|
77,708
|
|
|
62,611
|
|
Redeemable convertible preferred stock warrants
|
60
|
|
|
136
|
|
|
154
|
|
|
113
|
|
Common stock warrants
|
—
|
|
|
167
|
|
|
—
|
|
|
167
|
|
Total
|
224,591
|
|
|
452,356
|
|
|
345,183
|
|
|
448,408
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
United States
|
$
|
231,770
|
|
|
$
|
150,206
|
|
|
$
|
413,532
|
|
|
$
|
271,588
|
|
|
International
(1)
|
29,479
|
|
|
10,986
|
|
|
49,628
|
|
|
20,963
|
|
|||||
Total revenue
|
$
|
261,249
|
|
|
$
|
161,192
|
|
|
$
|
463,160
|
|
|
$
|
292,551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
|||||
United States
|
$
|
229,438
|
|
|
$
|
222,188
|
|
|
International
(1)
|
8,792
|
|
|
4,527
|
||||
Total property and equipment, net and operating lease right-of-use assets
|
$
|
238,230
|
|
|
$
|
226,715
|
|
|
|
|
|
|
|
•
|
Revenue was
$261.2 million
, an increase of
62%
compared to the
three months ended June 30, 2018
.
|
•
|
Monthly active users ("MAUs") were
300 million
, an increase of
30%
compared to
June 30, 2018
.
|
•
|
Share-based compensation expense was
$1,134.6 million
, an increase of
$1,130.6 million
compared to the
three months ended June 30, 2018
.
|
•
|
Total costs and expenses were
$1,428.4 million
.
|
•
|
Loss from operations was
$1,167.1 million
.
|
•
|
Net loss was
$1,159.5 million
.
|
•
|
Adjusted EBITDA was
$(26.0) million
.
|
•
|
Cash, cash equivalents and marketable securities were
$1,850.7 million
.
|
•
|
Headcount was
2,005
.
|
•
|
We now serve ads in
nineteen
countries, up from
six
at
June 30, 2018
.
|
•
|
certain recurring, non-cash charges such as depreciation of fixed assets and amortization of acquired intangible assets, although these assets may have to be replaced in the future; and
|
•
|
share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense and an important part of our compensation strategy.
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net Loss
|
$
|
(1,159,501
|
)
|
|
$
|
(38,407
|
)
|
|
$
|
(1,200,921
|
)
|
|
$
|
(91,116
|
)
|
Depreciation and amortization
|
6,507
|
|
|
5,511
|
|
|
12,203
|
|
|
10,298
|
|
||||
Share-based compensation
|
1,134,599
|
|
|
3,959
|
|
|
1,135,293
|
|
|
8,793
|
|
||||
Interest income
|
(8,127
|
)
|
|
(3,187
|
)
|
|
(12,186
|
)
|
|
(5,825
|
)
|
||||
Interest expense and other (income) expense, net
|
448
|
|
|
214
|
|
|
948
|
|
|
456
|
|
||||
Provision for income taxes
|
37
|
|
|
12
|
|
|
190
|
|
|
135
|
|
||||
Adjusted EBITDA
|
$
|
(26,037
|
)
|
|
$
|
(31,898
|
)
|
|
$
|
(64,473
|
)
|
|
$
|
(77,259
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
$
|
261,249
|
|
|
$
|
161,192
|
|
|
$
|
463,160
|
|
|
$
|
292,551
|
|
|
Costs and expenses (1):
|
|
|
|
|
|
|
|
|||||||||
Cost of revenue
|
105,415
|
|
|
57,974
|
|
|
179,109
|
|
|
109,627
|
|
|||||
Research and development
|
801,879
|
|
|
61,604
|
|
|
874,323
|
|
|
121,651
|
|
|||||
Sales and marketing
|
296,919
|
|
|
65,148
|
|
|
373,313
|
|
|
120,922
|
|
|||||
General and administrative
|
224,179
|
|
|
17,834
|
|
|
248,384
|
|
|
36,701
|
|
|||||
Total costs and expenses
|
1,428,392
|
|
|
202,560
|
|
|
1,675,129
|
|
|
388,901
|
|
|||||
Loss from operations
|
(1,167,143
|
)
|
|
(41,368
|
)
|
|
(1,211,969
|
)
|
|
(96,350
|
)
|
|||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|||||||||
Interest income
|
8,127
|
|
|
3,187
|
|
|
12,186
|
|
|
5,825
|
|
|||||
Interest expense and other income (expense), net
|
(448
|
)
|
|
(214
|
)
|
|
(948
|
)
|
|
(456
|
)
|
|||||
Loss before provision for income taxes
|
(1,159,464
|
)
|
|
(38,395
|
)
|
|
(1,200,731
|
)
|
|
(90,981
|
)
|
|||||
Provision for income taxes
|
37
|
|
|
12
|
|
|
190
|
|
|
135
|
|
|||||
Net loss
|
$
|
(1,159,501
|
)
|
|
$
|
(38,407
|
)
|
|
$
|
(1,200,921
|
)
|
|
$
|
(91,116
|
)
|
|
Adjusted EBITDA (2)
|
$
|
(26,037
|
)
|
|
$
|
(31,898
|
)
|
|
$
|
(64,473
|
)
|
|
$
|
(77,259
|
)
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes share-based compensation expense as follows (in thousands):
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cost of revenue
|
$
|
28,157
|
|
|
$
|
20
|
|
|
$
|
28,172
|
|
|
$
|
52
|
|
Research and development
|
709,996
|
|
|
3,608
|
|
|
710,622
|
|
|
7,662
|
|
||||
Sales and marketing
|
202,128
|
|
|
352
|
|
|
202,157
|
|
|
593
|
|
||||
General and administrative
|
194,318
|
|
|
(21
|
)
|
|
194,342
|
|
|
486
|
|
||||
Total share-based compensation
|
$
|
1,134,599
|
|
|
$
|
3,959
|
|
|
$
|
1,135,293
|
|
|
$
|
8,793
|
|
(2)
|
See “Non-GAAP Financial Measure” for more information and for a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% change
|
|
2019
|
|
2018
|
|
% change
|
||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||
Revenue
|
$
|
261,249
|
|
|
$
|
161,192
|
|
|
62
|
%
|
|
$
|
463,160
|
|
|
$
|
292,551
|
|
|
58
|
%
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% change
|
|
2019
|
|
2018
|
|
% change
|
||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||
Cost of revenue
|
$
|
105,415
|
|
|
$
|
57,974
|
|
|
82
|
%
|
|
$
|
179,109
|
|
|
$
|
109,627
|
|
|
63
|
%
|
Percentage of revenue
|
40
|
%
|
|
36
|
%
|
|
|
|
39
|
%
|
|
37
|
%
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% change
|
|
2019
|
|
2018
|
|
% change
|
||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||
Research and development
|
$
|
801,879
|
|
|
$
|
61,604
|
|
|
1202
|
%
|
|
$
|
874,323
|
|
|
$
|
121,651
|
|
|
619
|
%
|
Percentage of revenue
|
307
|
%
|
|
38
|
%
|
|
|
|
189
|
%
|
|
42
|
%
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% change
|
|
2019
|
|
2018
|
|
% change
|
||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||
Sales and marketing
|
$
|
296,919
|
|
|
$
|
65,148
|
|
|
356
|
%
|
|
$
|
373,313
|
|
|
$
|
120,922
|
|
|
209
|
%
|
Percentage of revenue
|
114
|
%
|
|
40
|
%
|
|
|
|
81
|
%
|
|
41
|
%
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% change
|
|
2019
|
|
2018
|
|
% change
|
||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||
General and administrative
|
$
|
224,179
|
|
|
$
|
17,834
|
|
|
1157
|
%
|
|
$
|
248,384
|
|
|
$
|
36,701
|
|
|
577
|
%
|
Percentage of revenue
|
86
|
%
|
|
11
|
%
|
|
|
|
54
|
%
|
|
13
|
%
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% change
|
|
2019
|
|
2018
|
|
% change
|
||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||
Interest income
|
$
|
8,127
|
|
|
$
|
3,187
|
|
|
155
|
%
|
|
$
|
12,186
|
|
|
$
|
5,825
|
|
|
109
|
%
|
Interest expense
|
(448
|
)
|
|
(214
|
)
|
|
109
|
%
|
|
(948
|
)
|
|
(456
|
)
|
|
(108
|
)%
|
||||
Other income (expense), net
|
$
|
7,679
|
|
|
$
|
2,973
|
|
|
158
|
%
|
|
$
|
11,238
|
|
|
$
|
5,369
|
|
|
109
|
%
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% change
|
|
2019
|
|
2018
|
|
% change
|
||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||
Provision for income taxes
|
$
|
37
|
|
|
$
|
12
|
|
|
208
|
%
|
|
$
|
190
|
|
|
$
|
135
|
|
|
41
|
%
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% change
|
|
2019
|
|
2018
|
|
% change
|
||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||
Net loss
|
$
|
(1,159,501
|
)
|
|
$
|
(38,407
|
)
|
|
2,919
|
%
|
|
$
|
(1,200,921
|
)
|
|
$
|
(91,116
|
)
|
|
1,218
|
%
|
Adjusted EBITDA
|
$
|
(26,037
|
)
|
|
$
|
(31,898
|
)
|
|
(18
|
)%
|
|
$
|
(64,473
|
)
|
|
$
|
(77,259
|
)
|
|
(17
|
)%
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(16,375
|
)
|
|
$
|
(28,827
|
)
|
Investing activities
|
$
|
55,298
|
|
|
$
|
68,410
|
|
Financing activities
|
$
|
1,261,124
|
|
|
$
|
861
|
|
•
|
our competitors mimic our products or product features, causing Pinners to utilize their products instead of, or more frequently than, our products, harming Pinner engagement and growth;
|
•
|
we do not provide a compelling Pinner experience because of the decisions we make regarding our products or the type and frequency of advertisements that we display;
|
•
|
our content is not relevant to Pinners’ personal taste and interests;
|
•
|
third parties do not permit or continue to permit their content to be displayed on our platform;
|
•
|
users have difficulty installing, updating or otherwise accessing our service on mobile devices or web browsers as a result of actions by us or third parties;
|
•
|
there are changes in the amount of time users spend across all applications and platforms, including ours;
|
•
|
technical or other problems frustrate the Pinner experience, particularly if those problems prevent us from delivering our service in a fast and reliable manner;
|
•
|
we are unable to address Pinner and advertiser concerns regarding the content, privacy and security of our service;
|
•
|
we are unable to combat spam, harassment, cyberbullying or other hostile, inappropriate, abusive or offensive content or usage on our products or services;
|
•
|
users adopt new technologies where our products or services may be displaced in favor of other products or services, or may not be featured or otherwise available; or
|
•
|
third-party initiatives that may enable greater use of our service, including low-cost or discounted data plans, are discontinued.
|
•
|
the usefulness, novelty, performance and reliability of our service compared to those of our competitors;
|
•
|
the timing and market acceptance of our products, including the developments and enhancements to those products, offered by us or our competitors;
|
•
|
our brand strength relative to our competitors; and
|
•
|
the other risks and uncertainties described in this
Quarterly
Report on Form
10-Q
.
|
•
|
sales, marketing, customer service and support efforts;
|
•
|
first- and third-party data available to us relative to our competitors;
|
•
|
ease of use, performance, price and reliability of solutions developed either by us or our competitors;
|
•
|
the attractiveness and volume of our product and service offerings (including measurement tools) compared to those of our competitors;
|
•
|
the strength of our advertiser relationships and offerings compared to those of our competitors;
|
•
|
the ease with which our advertising products fit into existing advertiser budgets compared to those of our competitors; and
|
•
|
the other risks and uncertainties described in this
Quarterly
Report on Form
10-Q
.
|
•
|
changes in the price of advertisements;
|
•
|
our inability to create new products that sustain or increase the value of our advertisements;
|
•
|
our inability to meet advertiser demand on our platform if we cannot increase the size and engagement of our user base;
|
•
|
changes in Pinner demographics that make us less attractive to advertisers;
|
•
|
our inability to make our ads more relevant and effective;
|
•
|
the availability, accuracy and utility of our analytics and measurement solutions that demonstrate the value of our advertisements, or our ability to further improve such tools;
|
•
|
changes to our data privacy practices (including as a result of changes to laws or regulations) that affect the type or manner of advertising that we are able to provide;
|
•
|
our inability to collect and share data which new or existing advertisers find useful;
|
•
|
competitive developments or advertiser perception of the value of our products that impact our ability to receive advertising spend or that reduce the volume of the advertising spend we receive;
|
•
|
product changes or advertising inventory management decisions we make that change the type, size or frequency of advertisements on our platform;
|
•
|
Pinners that upload content or take other actions that are deemed to be hostile, inappropriate, illicit, objectionable, illegal or otherwise not consistent with our advertisers’ brand;
|
•
|
the impact of invalid clicks or click fraud on our advertisements;
|
•
|
the failure of our advertising auction mechanism to target and price ads effectively;
|
•
|
difficulty and frustration from advertisers who may need to reformat or change their advertisements to comply with our guidelines or experience challenges uploading and conforming their advertisements with our system requirements;
|
•
|
the macroeconomic climate and the status of the advertising industry in general; and
|
•
|
the other risks and uncertainties described in this Quarterly Report on Form 10-Q.
|
•
|
political, social and economic instability;
|
•
|
fluctuations in currency exchange rates;
|
•
|
higher levels of credit risk and payment fraud;
|
•
|
enhanced difficulties of integrating any foreign acquisitions;
|
•
|
reduced protection for intellectual property rights in some countries;
|
•
|
difficulties in staffing and managing global operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations and subsidiaries;
|
•
|
different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and labor unions, and other challenges caused by distance, language and cultural differences, making it harder to do business in certain international jurisdictions;
|
•
|
increasing labor costs due to high wage inflation in certain international jurisdictions;
|
•
|
compliance with statutory equity requirements;
|
•
|
regulations that might add difficulties in repatriating cash earned outside the United States and otherwise prevent us from freely moving cash;
|
•
|
import and export controls and restrictions and changes in trade regulations;
|
•
|
compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws in other jurisdictions;
|
•
|
compliance with GDPR and similar data privacy and data protection laws;
|
•
|
compliance with laws that might restrict content or advertising or require us to provide user information, including confidential information, to local authorities;
|
•
|
compliance with multiple tax jurisdictions and management of tax impact of global operations; and
|
•
|
the other risks and uncertainties described in this
Quarterly
Report on Form
10-Q
.
|
•
|
our ability to generate revenue from our service;
|
•
|
our ability to improve or maintain gross margins;
|
•
|
the number and relevancy of advertisements shown to Pinners;
|
•
|
the manner in which Pinners engage with different products, where certain products may generate different amounts of revenue;
|
•
|
downward pressure on the pricing of our advertisements;
|
•
|
the timing, cost of and mix of new and existing marketing and promotional efforts as we grow and expand our operations to remain competitive;
|
•
|
seasonal fluctuations in spending by our advertisers, product usage by Pinners and growth rates for Pinners and engagement, each of which may change as our product offerings evolve or our business grows;
|
•
|
seasonal fluctuations in internet usage generally;
|
•
|
the success of technologies designed to block the display of ads;
|
•
|
development and introduction of new product offerings by us or our competitors;
|
•
|
the ability of our third-party providers to scale effectively and provide the necessary technical infrastructure for our service on a timely basis;
|
•
|
system failures, disruptions, breaches of security or data privacy or internet downtime, whether on our service or on those of third parties;
|
•
|
the inaccessibility of our service due to third-party actions;
|
•
|
changes in measurement of our metrics;
|
•
|
costs associated with the technical infrastructure used to operate our business, including hosting services;
|
•
|
fluctuations in the amount of share-based compensation expense, including in the quarter we completed our IPO;
|
•
|
our ability to anticipate and adapt to the changing internet business or macroeconomic conditions; and
|
•
|
the other risks and uncertainties described in this
Quarterly
Report on Form
10-Q
.
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
volatility in the trading prices and trading volumes of technology stocks;
|
•
|
changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
|
•
|
sales, or anticipated sales, of shares of our Class A common stock by us or our stockholders, including if stockholders sell shares of our Class A common stock into the market when the applicable lock-up period ends or to cover taxes due upon the settlement of RSUs or the exercise of stock options, or conversions, or anticipated conversions, of a substantial number of shares of our Class B common stock by our stockholders;
|
•
|
actions by institutional stockholders;
|
•
|
failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;
|
•
|
forward-looking financial or operating information or financial projections we may provide to the public, any changes in that information or projections or our failure to meet projections;
|
•
|
any indebtedness we may incur in the future;
|
•
|
whether investors or securities analysts view our stock structure unfavorably, particularly our dual class structure and the significant voting control of holders of our Class B common stock;
|
•
|
announcements by us or our competitors of new products, features, services, technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base or level of engagement, or those of our competitors;
|
•
|
the public’s perception of the quality and accuracy of our key metrics on our user base and engagement;
|
•
|
the public’s reaction to our press releases, other public announcements and filings with the SEC;
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
actual or anticipated fluctuations in our user growth, retention, engagement, revenue or other operating results;
|
•
|
actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;
|
•
|
litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;
|
•
|
developments or disputes concerning our intellectual property or other proprietary rights;
|
•
|
announced or completed acquisitions of businesses, products, services or technologies by us or our competitors;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
•
|
changes in accounting standards, policies, guidelines, interpretations or principles;
|
•
|
any significant change in our management; and
|
•
|
general economic conditions and slow or negative growth of our markets.
|
•
|
our dual class common stock structure, which provides our holders of Class B common stock with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding common stock;
|
•
|
our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause;
|
•
|
certain amendments to our amended and restated certificate of incorporation will require the approval of 66
2
⁄
3
% of the then-outstanding voting power of our capital stock;
|
•
|
our amended and restated bylaws will provide that the affirmative vote of 66
2
⁄
3
% of the then-outstanding voting power of our capital stock, voting as a single class, is required for stockholders to amend or adopt any provision of our bylaws;
|
•
|
our stockholders will only be able to take action at a meeting of stockholders and not by written consent;
|
•
|
vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;
|
•
|
no provision in our amended and restated certificate of incorporation or amended and restated bylaws provides for cumulative voting, which limits the ability of minority stockholders to elect director candidates;
|
•
|
only our chairman of the board of directors, our chief executive officer, our president or another officer selected by a majority of the board of directors are authorized to call a special meeting of stockholders;
|
•
|
certain litigation against us can only be brought in Delaware;
|
•
|
nothing in our amended and restated certificate of incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of our Class A common stock;
|
•
|
our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of our capital stock; and
|
•
|
advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
|
•
|
not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;
|
•
|
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and
|
•
|
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
|
•
|
the last day of the fiscal year following the fifth anniversary of the completion of our IPO;
|
•
|
the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion;
|
•
|
the date on which we are deemed to be a large accelerated filer under the Exchange Act, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30; or
|
•
|
the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
|
|
|
|
|
|
PINTEREST, INC.
|
|
|
|
|
|
|
Date: August 1, 2019
|
By:
|
/s/ Todd Morgenfeld
|
|
|
Todd Morgenfeld
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: August 1, 2019
|
By:
|
/s/ Tse Li (Lily) Yang
|
|
|
Tse Li (Lily) Yang
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
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