Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 17, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-04321 | ||
Entity Registrant Name | ROBLOX Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-0991664 | ||
Entity Address, Address Line One | 970 Park Place | ||
Entity Address, City or Town | San Mateo | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94403 | ||
City Area Code | 888 | ||
Local Phone Number | 858-2569 | ||
Title of 12(b) Security | Class A common stock, par value of $0.0001 per share | ||
Trading Symbol | RBLX | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 36.9 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrants’ definitive proxy statement relating to its 2022 annual meeting of shareholders, or the “2022 Proxy Statement”, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2022 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0001315098 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 536,422,071 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 51,337,302 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | San Jose, California |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 3,004,300 | $ 893,943 |
Accounts receivable—net of allowances | 307,349 | 246,986 |
Prepaid expenses and other current assets | 32,091 | 26,274 |
Deferred cost of revenue, current portion | 406,025 | 256,928 |
Total current assets | 3,749,765 | 1,424,131 |
Property and equipment—net | 271,352 | 206,415 |
Operating lease right-of-use assets | 221,285 | 0 |
Deferred cost of revenue, long-term | 137,524 | 113,793 |
Intangible assets, net | 59,666 | 42,326 |
Goodwill | 118,071 | 59,568 |
Other assets | 2,933 | 1,567 |
Total assets | 4,560,596 | 1,847,800 |
Current liabilities: | ||
Accounts payable | 64,395 | 12,012 |
Accrued expenses and other current liabilities | 180,769 | 65,392 |
Developer exchange liability | 163,906 | 80,912 |
Deferred revenue—current portion | 1,758,022 | 1,070,230 |
Total current liabilities | 2,167,092 | 1,228,546 |
Deferred revenue—net of current portion | 616,834 | 484,699 |
Operating lease liabilities | 194,616 | 0 |
Long-term debt, net | 987,723 | 0 |
Other long-term liabilities | 1,408 | 22,109 |
Total liabilities | 3,967,673 | 1,735,354 |
Commitments and contingencies (Note 9) | ||
Stockholders’ Equity (Deficit) | ||
Convertible referred stock issued, value | 0 | 344,827 |
Common stock issued, value | 58 | 20 |
Additional paid-in capital | 1,568,638 | 239,792 |
Accumulated other comprehensive income | 62 | 90 |
Accumulated deficit | (983,941) | (492,290) |
Total Roblox Corporation stockholders’ equity/(deficit) | 584,817 | (252,388) |
Noncontrolling interests | 8,106 | 20,007 |
Total stockholders’ equity/(deficit) | 592,923 | (232,381) |
Total liabilities, convertible preferred stock, and stockholders’ equity/(deficit) | $ 4,560,596 | $ 1,847,800 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible preferred stock, shares authorized (in shares) | 361,744 | 349,522 |
Convertible referred stock, shares outstanding (in shares) | 349,124 | 337,235 |
Convertible preferred stock, aggregate liquidation preference | $ 870,654 | $ 335,654 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 5,000,000 | 740,000 |
Common stock, shares issued (in shares) | 585,878 | 201,327 |
Common stock, shares outstanding (in shares) | 585,878 | 201,327 |
Convertible Preferred Stock outstanding | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 0 | 349,522 |
Convertible preferred stock, shares issued (in shares) | 0 | 337,235 |
Convertible referred stock, shares outstanding (in shares) | 0 | 337,235 |
Convertible preferred stock, aggregate liquidation preference | $ 0 | $ 335,654 |
Common Class A | ||
Common stock, shares authorized (in shares) | 4,935,000 | 675,000 |
Common stock, shares issued (in shares) | 534,541 | 144,039 |
Common stock, shares outstanding (in shares) | 534,541 | 144,039 |
Common Class B | ||
Common stock, shares authorized (in shares) | 65,000 | 65,000 |
Common stock, shares issued (in shares) | 51,337 | 57,287 |
Common stock, shares outstanding (in shares) | 51,337 | 57,287 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | ||||
Revenue | $ 1,919,181 | $ 923,885 | $ 508,393 | |
Cost and expenses: | ||||
Cost of revenue | [1] | 496,870 | 239,898 | 122,381 |
Developer exchange fees | 538,321 | 328,740 | 111,976 | |
Infrastructure and trust & safety | 456,498 | 264,226 | 156,699 | |
Research and development | 533,207 | 201,433 | 107,095 | |
General and administrative | 303,020 | 97,341 | 41,945 | |
Sales and marketing | 86,363 | 58,384 | 44,737 | |
Total cost and expenses | 2,414,279 | 1,190,022 | 584,833 | |
Loss from operations | (495,098) | (266,137) | (76,440) | |
Interest income | 92 | 1,822 | 6,546 | |
Interest expense | (6,998) | 0 | 0 | |
Other income/(expense), net | (1,796) | (32) | (1,211) | |
Loss before income taxes | (503,800) | (264,347) | (71,105) | |
Provision for/(benefit from) income taxes | (320) | (6,656) | 9 | |
Consolidated net loss | (503,480) | (257,691) | (71,114) | |
Net loss attributable to the noncontrolling interest | (11,829) | (4,437) | (146) | |
Net loss attributable to common stockholders | $ (491,651) | $ (253,254) | $ (70,968) | |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.97) | $ (1.39) | $ (0.44) | |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.97) | $ (1.39) | $ (0.44) | |
Weighted-average shares used in computing net loss per share attributable to common stockholders—basic (in shares) | 505,858,000 | 182,108,000 | 163,051,000 | |
Weighted-average shares used in computing net loss per share attributable to common stockholders—diluted (in shares) | 505,858,000 | 182,108,000 | 163,051,000 | |
[1] | Depreciation of servers and infrastructure equipment included in infrastructure and trust & safety. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income/(Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Consolidated net loss | $ (503,480) | $ (257,691) | $ (71,114) |
Other comprehensive income/(loss): | |||
Foreign currency translation adjustments | (55) | 168 | 12 |
Net change in unrealized gains (losses) on available-for-sale marketable securities, net of tax | 0 | (33) | 41 |
Other comprehensive income/(loss), net of tax | (55) | 135 | 53 |
Total comprehensive loss including noncontrolling interests | (503,535) | (257,556) | (71,061) |
Less: net loss attributable to noncontrolling interests | (11,829) | (4,437) | (146) |
Less: cumulative translation adjustments attributable to noncontrolling interests | (27) | 84 | 6 |
Total comprehensive loss attributable to noncontrolling interests | (11,856) | (4,353) | (140) |
Total comprehensive loss attributable to common stockholders | $ (491,679) | $ (253,203) | $ (70,921) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity/(Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Series A Preferred Stock | Series D Preferred Stock | Convertible Preferred Stock | Convertible Preferred StockSeries D One Warrants | Convertible Preferred StockSeries G Preferred Stock | Convertible Preferred StockSeries A Preferred Stock | Convertible Preferred StockSeries D Preferred Stock | Convertible Preferred StockSeries H Preferred Stock | Class A and Class B Common Stock | Class A and Class B Common StockSeries A Preferred Stock | Class A and Class B Common StockSeries D Preferred Stock | Additional Paid-In Capital | Additional Paid-In CapitalSeries A Preferred Stock | Additional Paid-In CapitalSeries D Preferred Stock | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Non- controlling Interest | |
Beginning balance (in shares) at Dec. 31, 2018 | 324,304 | ||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 187,191 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 324,304 | ||||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 187,191 | ||||||||||||||||||
Balance beginning (Shares) at Dec. 31, 2018 | 157,873 | ||||||||||||||||||
Balance beginning at Dec. 31, 2018 | $ (113,189) | $ 16 | $ 54,871 | $ (8) | $ (168,068) | $ 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of common stock upon exercises of stock option (in shares) | 8,895 | 8,895 | |||||||||||||||||
Issuance of common stock upon exercises of stock options | $ 3,185 | $ 1 | 3,184 | 0 | |||||||||||||||
Stock- based compensation | 17,634 | 17,634 | |||||||||||||||||
Others | 41 | 41 | |||||||||||||||||
Cumulative translation adjustments | 12 | 6 | 6 | ||||||||||||||||
Capital contribution from minority interest holder | 50,000 | 25,500 | 24,500 | ||||||||||||||||
Net loss | (71,114) | (70,968) | (146) | ||||||||||||||||
Issuance of warrants in connection with intangible asset purchase | 482 | 482 | |||||||||||||||||
Balance ending (Shares) at Dec. 31, 2019 | 166,768 | ||||||||||||||||||
Balance ending at Dec. 31, 2019 | $ (112,949) | $ 17 | 101,671 | 39 | (239,036) | 24,360 | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||
Issuance of preferred stock (in shares) | 23,645 | ||||||||||||||||||
Issuance of preferred stock | $ 149,669 | ||||||||||||||||||
Issuance of Series D-1 warrants upon exercise of warrants for cash (in shares) | [1] | 1,573 | |||||||||||||||||
Issuance of Series D-1 warrants upon exercise of warrants for cash | [1] | $ 8,225 | |||||||||||||||||
Conversion of preferred stock to common stock (in shares) | (11,642) | (645) | |||||||||||||||||
Conversion of preferred stock to common stock | $ (233) | $ (25) | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 337,235 | 337,235 | |||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 344,827 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of common stock upon exercises of stock option (in shares) | 20,590 | ||||||||||||||||||
Issuance of common stock in connection with the acquisition of a business (in shares) | 933 | ||||||||||||||||||
Issuance of common stock in connection with the acquisition of a business | $ 35,203 | 35,203 | |||||||||||||||||
Conversion of convertible preferred stock to common stock in connection with the direct listing (in shares) | 11,642 | 645 | |||||||||||||||||
Conversion of convertible preferred stock to common stock in connection with the direct listing | $ 233 | $ 25 | $ 1 | $ 0 | $ 232 | $ 25 | |||||||||||||
Stock- based compensation | 79,158 | 79,158 | |||||||||||||||||
Others | (33) | (33) | 0 | ||||||||||||||||
Cumulative translation adjustments | 168 | 84 | 84 | ||||||||||||||||
Net loss | (257,691) | (253,254) | (4,437) | ||||||||||||||||
Issuance of common stock upon exercise of stock options and settlement of RSUs (in shares) | 20,871 | ||||||||||||||||||
Issuance of common stock from asset purchase (in shares) | 80 | ||||||||||||||||||
Issuance of common stock from asset purchase | 2,854 | 2,854 | |||||||||||||||||
Issuance of restricted stock awards granted in conjunction with a business combination (in shares) | 388 | ||||||||||||||||||
Issuance of restricted stock awards granted in conjunction with a business combination | 5,493 | 5,493 | |||||||||||||||||
Balance ending (Shares) at Dec. 31, 2020 | 201,327 | ||||||||||||||||||
Balance ending at Dec. 31, 2020 | $ (232,381) | $ 20 | 239,792 | 90 | (492,290) | 20,007 | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||
Issuance of preferred stock (in shares) | 11,889 | ||||||||||||||||||
Issuance of preferred stock | $ 534,286 | ||||||||||||||||||
Conversion of preferred stock to common stock (in shares) | (349,124) | ||||||||||||||||||
Conversion of preferred stock to common stock | $ (879,113) | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 349,124 | 0 | |||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of common stock upon exercises of stock option (in shares) | 33,373 | 33,372 | |||||||||||||||||
Issuance of common stock upon exercises of stock options | $ 65,242 | $ 3 | 65,284 | (45) | |||||||||||||||
Issuance of common stock in connection with the acquisition of a business (in shares) | 487 | ||||||||||||||||||
Issuance of common stock in connection with the acquisition of a business | 31,274 | 31,274 | |||||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 191 | ||||||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan | 11,268 | 11,268 | |||||||||||||||||
Conversion of convertible preferred stock to common stock in connection with the direct listing (in shares) | 349,124 | ||||||||||||||||||
Conversion of convertible preferred stock to common stock in connection with the direct listing | 879,113 | $ 35 | 879,078 | ||||||||||||||||
Stock- based compensation | 341,942 | 341,942 | |||||||||||||||||
Release of restricted stock units (in shares) | 1,376 | ||||||||||||||||||
Others (in shares) | 1 | ||||||||||||||||||
Others | 0 | 0 | |||||||||||||||||
Cumulative translation adjustments | (55) | (28) | (27) | ||||||||||||||||
Net loss | (503,480) | (491,651) | (11,829) | ||||||||||||||||
Issuance of common stock upon exercise of stock options and settlement of RSUs | 15,158 | $ 2 | 15,156 | ||||||||||||||||
Balance ending (Shares) at Dec. 31, 2021 | 585,878 | ||||||||||||||||||
Balance ending at Dec. 31, 2021 | $ 592,923 | $ 58 | $ 1,568,638 | $ 62 | $ (983,941) | $ 8,106 | |||||||||||||
[1] | Exercise of warrants for gross proceeds of $0.1 million and a reclassification of warrant liability fair market value of $8.1 million as of the exercise date |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity/(Deficit) (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Proceeds from exercise of warrants | $ 0.1 |
Reclassification of warrant liability fair market value | $ 8.1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Consolidated net loss | $ (503,480) | $ (257,691) | $ (71,114) |
Adjustments to reconcile net loss including noncontrolling interests to net cash provided by operations: | |||
Depreciation and amortization | 75,622 | 43,808 | 27,664 |
Stock-based compensation expense | 341,942 | 79,158 | 17,634 |
Change in fair value of warrants | 0 | 1,890 | 1,190 |
Operating lease non-cash expense | 43,794 | 0 | 0 |
Other non-cash charges/(credits) | 680 | 1,139 | (693) |
Amortization of debt issuance costs | 216 | 0 | 0 |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||
Accounts receivable | (61,044) | (156,865) | (40,092) |
Accounts payable | 23,369 | 4,488 | (113) |
Prepaid expenses and other current assets | (13,593) | (4,826) | (10,268) |
Other assets | (1,367) | 1,373 | 339 |
Developer exchange liability | 82,994 | 49,905 | 12,897 |
Accrued expenses and other current liabilities | 58,809 | 30,906 | 10,719 |
Other long-term liability | (1,189) | (4,460) | 11,415 |
Operating lease liabilities | (34,743) | 0 | 0 |
Deferred revenue | 819,927 | 965,919 | 187,916 |
Deferred cost of revenue | (172,828) | (230,404) | (48,309) |
Net cash provided by operating activities | 659,109 | 524,340 | 99,185 |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (93,273) | (104,153) | (83,264) |
Payments related to business combination, net of cash acquired | (45,692) | (40,919) | 0 |
Purchases of short-term investments | 0 | (5,991) | (89,601) |
Maturities of short-term investments | 0 | 63,000 | 90,000 |
Purchases of intangible assets | (7,856) | (8,967) | (1,465) |
Net cash used in investing activities | (146,821) | (97,030) | (84,330) |
Cash flows from financing activities: | |||
Proceeds from issuance of preferred stock for warrant exercises | 0 | 147 | 0 |
Proceeds from issuance of common stock | 76,177 | 15,156 | 3,112 |
Net proceeds from issuance of preferred stock | 534,286 | 149,669 | 0 |
Capital contribution from noncontrolling interest holder | 0 | 0 | 50,000 |
Proceeds from 2030 Notes | 990,000 | 0 | 0 |
Payment of debt issuance cost | (2,339) | 0 | 0 |
Net cash provided by financing activities | 1,598,124 | 164,972 | 53,112 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (55) | 168 | 12 |
Net increase in cash, cash equivalents and restricted cash | 2,110,357 | 592,450 | 67,979 |
Cash, cash equivalents, and restricted cash | |||
Beginning balance | 893,943 | 301,493 | 233,514 |
Ending balance | 3,004,300 | 893,943 | 301,493 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 0 | 0 | 0 |
Cash paid for income taxes | 0 | 0 | 0 |
Supplemental disclosure of noncash investing and financing activities: | |||
Property and equipment additions in accounts payable and accrued expenses | 50,388 | 13,990 | 12,169 |
Fair value of common stock and unregistered restricted units issued as consideration for business combination | 31,274 | 40,696 | 0 |
Fair value of common stock issued in exchange for intangible asset purchase | 0 | 2,854 | 0 |
Conversion of convertible preferred stock to common stock upon direct listing | 879,113 | 0 | 0 |
Unpaid debt issuance costs | $ 154 | $ 0 | $ 0 |
Overview and Summary of Signifi
Overview and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Overview and Summary of Significant Accounting Policies | Overview and Summary of Significant Accounting Policies Organization and Description of Business —Roblox Corporation, or the Company, was incorporated under the laws of the state of Delaware in March 2004. The Company operates a human co-experience platform, or the Platform, or Roblox Platform, where users interact with each other to explore and develop immersive, user-generated, 3D experiences. Upon signing up for Roblox, a user personalizes their unique Roblox identity, or avatar. Users are then free to immerse themselves in experiences on Roblox and can acquire experience-specific enhancements or avatar items in the Company’s Avatar Marketplace using the virtual currency, or Robux. Any user can be a developer or creator on the Company’s platform using Roblox’s studio of software tools. Developers build the experiences that are published on Roblox and can earn Robux through microtransactions in their experiences, through engagement-based payouts, and by selling virtual items in the Roblox virtual economy . Direct Listing —On March 10, 2021, the Company completed a direct listing of its Class A common stock (“Direct Listing”) on the New York Stock Exchange (“NYSE”). The Company incurred fees primarily related to financial advisory service, audit and legal expenses, in connection with the Direct Listing and recorded general and administrative expenses of $50.7 million during the first quarter of the fiscal year ended March 31, 2021. Immediately prior to the Direct Listing, all shares of outstanding convertible preferred stock were converted into an equivalent number of shares of Class A common stock. Basis of Presentation and Summary of Significant Accounting Policies Fiscal Year —The Company’s fiscal year ends on December 31. For example, references to fiscal 2021, 2020 and 2019 refer to the fiscal year ending December 31, 2021, December 31, 2020, and December 31, 2019, respectively. Basis of Presentation —The accompanying consolidated financial statements have been prepared in accordance with GAAP, and applicable rules and regulations of the SEC. Certain prior period balances have been reclassified in the accompanying consolidated financial statements to conform to the current year presentation. These reclassifications are not material and had no effect on the prior year's net loss or accumulated deficit. Principles of Consolidation —The consolidated financial statements include the accounts of the Company and subsidiaries over which the Company has control. All intercompany transactions and balances have been eliminated. The consolidated financial statements include 100% of the accounts of wholly owned and majority owned subsidiaries, and the ownership interest of minority investors is recorded as noncontrolling interest. Use of Estimates —The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, the estimated period of time the virtual items are available to the user and the estimated amount of consumable and durable virtual items purchased for which the Company lacks specific information that we use for revenue recognition, useful lives of property and equipment and intangible assets, valuation of acquired goodwill and intangible assets, accrued liabilities (including accrued developer exchange fees), contingent liabilities, valuation of deferred tax assets and liabilities, stock-based compensation, the carrying value of operating lease right-of-use assets, evaluation of recoverability of long-lived assets and carrying value of goodwill. Management believes that the estimates, and judgments upon which they rely, are reasonable based upon information available to them at the time that these estimates and judgments are made. Actual results could differ from those estimates and any such differences may be material to the consolidated financial statements. To the extent that there are material differences between these estimates and actual results, the Company’s consolidated financial statements will be affected. The novel coronavirus, or COVID-19, pandemic has created, and may continue to create, significant uncertainty in macroeconomic conditions. The full extent to which the COVID-19 pandemic will directly or indirectly impact the global economy, the lasting social effects, and impact on the Company’s business, results of operations, and financial condition will depend on future developments, such as COVID-19 vaccination rates and the availability of COVID-19 vaccines both globally and in the U.S., and the emergence of new strains of the virus, that are highly uncertain and cannot be accurately predicted. As of the date of issuance of the consolidated financial statements, the Company is not aware of any specific event of circumstance related to COVID-19 that would require it to update its estimates or judgments or adjust the carrying value of its assets or liabilities. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in future periods. Foreign Currency Transactions — The functional currency of the Company’s international subsidiaries is the U.S. dollar, with the exception of a Chinese subsidiary wholly owned by Roblox China Holding Corp., as discussed in Note 14, “Joint Venture” to the Notes to Consolidated Financial Statements. Assets and liabilities are translated to U.S. dollars at the period-end exchange rate. Revenues and expenses are translated using the average exchange rate for the period. The effects of foreign currency translation are included in stockholders’ deficit as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets and periodic movements are summarized as a line item in the consolidated statements of comprehensive loss. Stock Split —On January 31, 2020, the Company’s board of directors approved an amendment to its certificate of incorporation to effect a split of shares of the issued and outstanding common stock and convertible preferred stock at a 2-for-1 ratio. The stock split was approved by the Company’s stockholders and effected on January 31, 2020. All issued and outstanding shares of common stock and convertible preferred stock, dividend rates, conversion rates, options to purchase common stock, exercise prices, and the related per-share amounts contained in these consolidated financial statements have been adjusted to reflect these stock splits for all periods presented. Segments — The Company operates as a single operating and reportable segment, which is at the consolidated entity level. The chief operating decision maker or CODM of the Company is its CEO, who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis, accompanied by disaggregated information of our revenue. Revenue Recognition Revenue Recognition Policy In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when control of the service is transferred to the customer. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to in exchange for these services. To achieve the core principle of this standard, the Company determines revenue recognition by: • identifying the contract, or contracts, with the customer; • identifying the performance obligations in the contract; • determining the transaction price; • allocating the transaction price to performance obligations in the contract; and • recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised services. The Company derives substantially all of its revenue from the sale of virtual items on the Roblox Platform. Roblox Platform The Company operates the Roblox Platform as live services that allow users to play and socialize with others for free. Within the experience, however, users can purchase virtual currency (Robux) to obtain virtual items to enhance their social experience. Proceeds from the sale of Robux are initially recorded in deferred revenue and recognized as revenues as a user purchases and uses virtual items. The Company’s identified performance obligation is to provide users with the ability to acquire, use, and hold virtual items on the Roblox Platform over the estimated period of time the virtual items are available to the user or until the virtual items are consumed. Users can purchase Robux, as one-time purchases or through monthly subscriptions via mobile payments, credit cards, or prepaid cards. Payments from users are non-refundable and relate to non-cancellable contracts for a fixed price that specify Company’s obligations. Revenue is recorded net of taxes, assessed by a government authority that are both imposed on and concurrent with specific revenue transactions between the Company and its users, and estimated chargebacks. Such payments are initially recorded to deferred revenue. The satisfaction of Company’s performance obligation is dependent on the nature of the virtual item purchased and as a result, the Company categorizes its virtual items as either consumable or durable. • Consumable virtual items represent items that can be consumed by a specific user action. Common characteristics of consumable virtual items may include items that are no longer displayed on the user’s inventory after a short period of time or do not provide the user any continuing benefit following consumption. For the sale of consumable virtual items the Company recognizes revenue as the items are consumed. • Durable virtual items represent items which result in a persistent change to a users’ character or item set (e.g., virtual hat, pet, or house). These items are generally available to the customer to hold, use, or display for as long as they are on the Roblox Platform. The Company recognizes revenue from the sale of durable virtual items ratably over the estimated period of time the items are available to the user which is estimated as the average lifetime of a paying user. To separately account for consumable and durable virtual items, the Company specifically identifies each purchase for the majority of virtual items purchased on the Roblox Platform. For the remaining population, the Company estimates the amount of consumable and durable virtual items purchased based on data from specifically identified purchases and the expected behavior of the users within similar experiences. The estimation of amount of consumable and durable virtual items purchased for the population of purchases not specifically identified, requires management’s judgement as it requires the Company to evaluate and estimate the expected behavior of users in the population using information from known purchases in similar experiences. The average lifetime of a paying user estimate is calculated based on historical monthly retention data for each user cohort to project future participation on the Roblox Platform and is currently estimated to be 23 months. Determining the estimated average lifetime of a paying user requires management’s judgment as it requires the Company to analyze the most recent trends in player cohort activity and other qualitative factors to estimate the average lifetime of a paying user. The Company also considers results from prior analyses in determining the estimated average lifetime of a paying user. The Company believes this estimate is the best representation of the average life of the durable virtual items. Principal Agent Considerations The Company evaluates the sales of Robux via third-party payment processors to determine whether its revenues should be reported gross or net of fees either retained by the payment processor or paid to the developers and creators (Developer Exchange Fees). The Company is the principal in the transaction with the end user as a result of controlling, hosting, and integrating the delivery of the virtual items to the end user. The Company records revenue gross as a principal and records fees paid to payment processors and Developer Exchange Fees as an expense. Other Revenue Other revenue primarily consists of revenue from advertising, licenses, and royalties. The Company recognizes revenue based on the performance obligations of the underlying agreements, in an amount that reflects the consideration that the Company expects to be entitled to. Refer to Note 2, “Revenue from Contracts with Customers” to the Notes to Consolidated Financial Statements for more information, including disaggregation of revenue, contract balances, and changes in deferred revenue during the period. Cost of Revenue —Cost of revenue primarily consists of payment processing fees charged by various distribution channels. Deferred Cost of Revenue —The Company defers contract costs that are direct and incremental to obtaining user contracts (i.e., sale of Robux). Deferred cost of revenue primarily consists of payment processing fees charged by third-party payment processors. Payment processing fees for initial contracts are commensurate with subsequent sales, and as a result, are amortized over the estimated period of time the virtual items are available to the user on the Roblox Platform (based on the nature of the virtual item as either consumable or durable) in proportion to the revenue recognized. The Company classifies deferred cost of revenue as short-term or long-term based on when the Company expects to recognize the expense. Short-term and long-term deferred cost of revenue are included on the Company’s consolidated balance sheets. Deferred cost of revenue are periodically reviewed for impairment. Concentration of Credit Risk and Significant Customers —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivables. Cash and cash equivalents are deposited with high quality financial institutions and may, at times, exceed federally insured limits. Management believes that the financial institutions that hold the Company’s deposits are financially credit worthy and, accordingly, minimal credit risk exists with respect to those balances. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal interest rate risk. The Company provides credit, in the normal course of business, to various customers, performs ongoing credit evaluations of its customers, and maintains allowances for potential credit losses on customers’ accounts when deemed necessary. The Company has not experienced any material credit losses to date. The Company uses various distribution channels to collect and remit payments from users. As of December 31, 2021, 2020, and 2019, two distribution channels accounted for 54%, 50%, and 56% of our accounts receivable, respectively. One distribution channel accounted for 19%, 25%, and 28%, of our accounts receivable as of December 31, 2021, 2020, and 2019, respectively. A second distribution channel accounted for 35%, 25%, and 28% of our accounts receivable as of December 31, 2021, 2020, and 2019, respectively. One distribution channel processed 35%, 35% and 30%, of our overall revenue transactions for the years ended December 31, 2021, 2020, and 2019, respectively. A second distribution channel processed 19%, 19% and 18%, of our overall revenue transactions for the years ended December 31, 2021, 2020, and 2019, respectively. Fair Value Hierarchy —Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 —Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 —Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Cash, Cash Equivalents and Restricted Cash —Cash and cash equivalents primarily consisted of cash in hand, money market instruments, and U.S. Treasuries with maturities of 90 days or less from the date of purchase. Restricted cash consists of cash deposited with financial institutions as collateral for the Company’s obligations under its facility leases. These restricted cash balances have been excluded from our cash and cash equivalents balance and are classified as restricted cash on our consolidated balance sheets. As of December 31, 2021, and 2020, there was no restricted cash balance. Short-Term Investments —The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such determination at each balance sheet date based on their maturities and the Company’s reasonable expectation with regard to those securities (i.e., expectations of sales and redemptions). Based on our intentions regarding our short-term investments, all short-term investments are classified as available-for-sale and are reported at fair value, which is based on quoted market prices for such securities, if available, or based on quoted market prices of financial instruments with similar characteristics. Unrealized gains and losses recorded as a separate component of other comprehensive loss, net of income taxes. The Company periodically reviews whether its securities may be other-than-temporarily impaired, including whether or not (i) the Company has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If one of these factors is met, the Company will record an impairment loss associated with its impaired investment. Realized gains and losses and other-than-temporary impairments, if any, on available-for-sale securities are recognized upon sale and are included in other expense, net in the consolidated statements of operations. The Company had no short-term investments as of December 31, 2021 and December 31, 2020. Accounts Receivable and Related Allowance — Accounts receivable represent amounts due to us based on contractual obligations with our customers. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, it records a specific allowance as a reduction to the accounts receivable balance to reduce it to its net realizable value. In addition, the Company holds a reserve for chargebacks based on historical data and current trends and projections. Specific allowances and chargeback reserves have not been material for any of the period presented. Property and Equipment—Net — Property and equipment are recorded at historical cost less accumulated depreciation and amortization. Depreciation and amortization is recorded on a straight line basis over the estimated useful lives of the respective assets. Repair and maintenance costs are expensed as incurred. The estimated useful life for each asset category is as follows: Property and Equipment Estimated Useful Life Servers and related equipment 5 years Computer hardware and software 2 - 5 years Furniture and fixtures 2 years Leasehold improvements Shorter of 10 years or life of lease Goodwill and Intangible Assets —Goodwill is not amortized but rather tested for impairment annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to reporting units expected to benefit from the business combination. The Company has determined that it has one operating segment and one reporting unit. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the Company determines that as a result of the qualitative assessment that it is more likely than not (i.e., greater than 50% likelihood) that the fair value of a reporting unit is less than its carrying amount, then the quantitative test is required or it can directly perform the quantitative analysis. Goodwill impairment is recognized when the quantitative assessment results in the carrying value exceeding the fair value, in which case an impairment charge is recorded to the extent the carrying value exceeds the fair value. There were no impairment charges to goodwill during the periods presented. Intangible assets with finite lives are carried at cost, less accumulated amortization. Intangible assets are amortized on a straight-line basis over the estimated useful life of up to five years. Each period the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Business Combinations and Asset Acquisitions —The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. When the Company acquires a business, the purchase consideration is allocated to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated respective fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. In addition, unanticipated events and circumstances may occur that may affect the accuracy or validity of such estimates. As a result, during the measurement period, which may be up to one year following the acquisition date, if new information is obtained about facts and circumstances that existed as of the acquisition date, the Company may record adjustments to the fair value of these assets and liabilities, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the accompanying consolidated statements of operations. The Company accounts for a transaction as an asset acquisition pursuant to the provisions of ASU No. 2017-01, Clarifying the Definition of a Business, when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related costs are capitalized as part of the asset or assets acquired. Software Development Costs —The Company incurs costs related to developing the Roblox Platform and related support systems. The Company capitalizes development costs when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Development costs meeting the Company’s capitalization criteria were not material during the periods presented. Impairment of Long-Lived Assets— The Company periodically evaluates the carrying value of long-lived assets to be held and used when indicators of impairment exist. The carrying value of a long-lived asset to be held and used is considered impaired when the estimated separately identifiable undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded during the periods presented. Developer Exchange Fees —The Company has established an incentive program for developers and creators to build and operate virtual worlds within the Roblox environment. Developers and creators may charge other users virtual currency to participate in their world. Under certain conditions as outlined in the Developer Exchange Program agreement with developers and creators, such as earning a minimum amount of 100,000 Robux, having a verified account, and an account in good standing; and in compliance with applicable law, these developers and creators can receive a cash payout based on the amount of accumulated earned Robux from other users. The Company records the expense and liability associated with this program on the accompanying consolidated statements of operations and balance sheet, respectively. Infrastructure and Trust & Safety —Infrastructure and trust & safety consists primarily of expenses related to the operation of our data centers and technical infrastructure in order to deliver our platform to our users. Infrastructure expenses also include personnel costs and allocated overhead for employees and team members whose primary responsibilities relate to supporting our infrastructure and trust & safety initiatives. Research and Development — Research and development costs are expensed as incurred and consist primarily of personnel costs and allocated overhead. Stock-Based Compensation — The Company measures and recognizes stock-based compensation expense for all stock-based awards, including stock options, RSAs, RSUs, and PSUs granted to employees, directors, and non-employees, and stock purchase rights granted under the 2020 ESPP to employees, based on the estimated grant date fair value of the awards. The fair value of each stock option granted and stock purchase right granted under the 2020 ESPP is estimated using the Black-Scholes option-pricing model and is recognized as compensation expense on a straight-line basis over the requisite service period of the awards. The Black-Scholes option pricing model requires certain subjective inputs and assumptions, including the fair value of the Company’s Class A common stock, the expected term, risk-free interest rates, expected stock price volatility, and expected dividend yield of our Class A common stock. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. These assumptions and estimates are as follows: • Fair value of Class A common stock— Prior to the Direct Listing, the fair value of the shares of Class A common stock underlying the stock options and RSUs has historically been determined by the Company’s board of directors along with management as there was no public market for the underlying common stock. The Company’s board of directors along with management determined the fair value of the Company’s common stock by considering a number of objective and subjective factors including: contemporaneous third-party valuations of its common stock, the valuation of comparable companies, sales of the Company’s common and convertible preferred stock to outside investors in arms-length transactions, the Company’s operating and financial performance, the lack of marketability, and the general and industry specific economic outlook, amongst other factors. After the completion of the Direct listing, the fair value of the Company’s Class A common stock is determined based on the NYSE closing price on the date of grant. • Expected term—The expected term represents the period stock-based awards are expected to be outstanding. The expected term assumptions are determined based on the vesting terms, estimated exercise behavior, post-vesting cancellations and contractual lives of the awards. • Risk-free interest rates—The risk-free interest rate is based on the implied yields in effect at the time of the grant of U.S. Treasury notes with terms approximately equal to the expected term of the award. • Expected stock price volatility— Prior to the Direct Listing, the Company used the historical volatility of the Class A common stock price of similar publicly-traded peer companies. After the completion of the Direct Listing the Company continues to use the historical volatility of the stock price of similar publicly traded peer companies since it has not established sufficient public trading history. • Expected dividend yield—The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock. RSUs granted by the Company prior to March 2021, vest upon the satisfaction of both a service-based vesting condition, which is typically four years, and a liquidity event-related performance vesting condition. The liquidity event-related performance vesting condition was satisfied on the Effective Date, and the Company recorded a cumulative stock-based compensation expense as of the Direct Listing date for those RSUs for which the service-based vesting condition has been satisfied. Stock-based compensation related to the remaining service-based period after the liquidity event-related performance vesting condition was satisfied will be recorded over the remaining requisite service period using the accelerated attribution method. In February 2021, the leadership development and compensation committee of the Company’s board of directors granted the CEO a Long-Term Performance Award (“CEO Long-Term Performance Award”), an RSU award that includes a service and a market condition. The fair value of the CEO Long-Term Performance Award is determined using a Monte Carlo simulation model. The fair value of the common stock underlying the award was determined by the Company’s board of directors along with management by considering a number of objective and subjective factors. The Company estimated the expected term based on the time period from the valuation date to the end of the performance period. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes. The expected volatility is derived from the historical stock volatility of selected peers over a period equivalent to the expected term of the CEO Long-Term Performance Award. The associated stock-based compensation is recorded over the derived service period, using the accelerated attribution method. If the stock price goals are met sooner than the derived service period, the Company will adjust the stock-based compensation expense to reflect the cumulative expense associated with the vested portion of the CEO Long-Term Performance Award. Provided that David Baszucki continues to be the CEO of the Company, stock-based compensation expense is recognized over the derived service period, regardless of whether the stock price goals are achieved. The Company records forfeitures when they occur for all stock-based awards. Basic and Diluted Net Loss Per Common Share —Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. The Company considers all series of its convertib |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2021 | |
Disaggregation of Revenue [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Disaggregation of Revenue The following table summarizes revenue by region based on the billing country of users (in thousands, except percentages): Year Ended December 31, 2021 2020 2019 Amount Percentage Amount Percentage Amount Percentage United States and Canada (1) $ 1,298,938 68 % $ 638,354 69 % $ 364,114 72 % Europe 357,656 19 168,303 18 83,271 16 Asia-Pacific, including Australia and New Zealand 145,464 7 70,530 8 37,677 7 Rest of world 117,123 6 46,698 5 23,331 5 Total $ 1,919,181 100 % $ 923,885 100 % $ 508,393 100 % (1) The Company’s revenues in the U.S. were 63%, 65%, and 67% of consolidated revenues for each of the years ended December 31, 2021, 2020, and 2019, respectively. No individual country, other than those disclosed above, exceeded 10% of our total revenue for any period presented. Consumable virtual items accounted for 11%, 13% and 13%, of Roblox Platform revenue in the years ended December 31, 2021, 2020, and 2019, respectively. Durable virtual items accounted for 89%, 87% and 87%, of Roblox Platform revenue in the years ended December 31, 2021, 2020, and 2019, respectively. Contract Balances and Deferred Revenue The Company receives payments from its users based on the payment terms established in its contracts. Such payments are initially recorded to deferred revenue and are recognized into revenue as the Company satisfies its performance obligations. Further, payments made by the Company’s users are collected by payment processors and remitted to us generally within 30 days. Deferred revenue mostly consists of payments we receive from users in advance of revenue recognition. The increase in the deferred revenue balances for the year ended December 31, 2021 was driven by cash payments from users in advance of satisfying our performance obligations, offset by $1,070.1 million of revenue recognized that was included in the current portion deferred revenue balance at the beginning of the period. As of December 31, 2021, the aggregate amount of revenue allocated to unsatisfied performance obligations is included in our deferred revenue balances. As of December 31, 2021, the Company expects to recognize $1,758.0 million, respectively, as revenue over the next 12 months, and the remainder thereafter. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Adoption of Topic 842 Effective January 1, 2021, the Company adopted Topic 842 utilizing the modified retrospective transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The primary impact for the Company was the balance sheet recognition of operating lease ROU assets and operating lease liabilities. The Company does not have any finance leases. The following table summarizes the impacts of adopting Topic 842 on the Company’s consolidated balance sheet as of December 31, 2020 (in thousands): As Reported Balance as of December 31, 2020 Adjustments due As Adjusted Balance Assets Operating lease right-of-use assets — $ 195,944 $ 195,944 Prepaid expenses and other current assets 26,274 (8,106) 18,168 Total $ 26,274 $ 187,838 $ 214,112 Liabilities Accrued expenses and other current liabilities $ 65,392 $ (1,704) $ 63,688 Other long-term liabilities 22,109 (21,983) 126 Operating lease liabilities—short-term — 32,162 32,162 Operating lease liabilities—long-term — 179,363 179,363 Total $ 87,501 $ 187,838 $ 275,339 The Company has operating leases for real estate, and co-located data centers. During the year ended December 31, 2021, operating lease expense was approximately $53.4 million. Variable lease cost, short-term lease cost and sublease income were immaterial during the years ended December 31, 2021. As of December 31, 2021, $51.3 million was included in accrued expenses and other current liabilities The following table presents maturity of lease liabilities under the Company’s non-cancelable operating leases as of December 31, 2021 (in thousands): 2022 $ 59,907 2023 54,694 2024 45,598 2025 37,413 2026 27,556 Thereafter 53,299 Total lease payments $ 278,467 Less: interest (1) 32,548 Present value of lease liabilities $ 245,919 (1) Calculated using the interest rate for each lease. In addition, the Company has executed operating leases for data centers, colocation space and facilities which have not commenced as of December 31, 2021. The legally binding minimum lease payments for these leases is $132.0 million with lease term ranging between three Of the above, approximately $90.0 million pertains to an amendment signed by the Company on June 30, 2021 for its headquarters office lease to include an additional space of approximately 123,000 square feet for a term of 9 years. The possession of this space was obtained in the first quarter of 2022. The following table presents supplemental information for the year ended December 31, 2021 (in thousands, except for weighted average and percentage data): Weighted average remaining lease term 5.79 Weighted average discount rate 4.0 % Cash paid for amounts included in the measurement of lease liabilities (1) $ 52,942 Lease liabilities arising from obtaining new ROU assets $ 70,068 (1) Does not include $9.1 million of leasehold incentives received from the landlord. ASC 840 Disclosures Prior to the adoption of Topic 842, future minimum lease payments as of December 31, 2020, which were undiscounted, were as follows (in thousands): 2021 $ 51,397 2022 54,477 2023 47,915 2024 38,970 2025 32,223 Thereafter 55,882 Total lease payments $ 280,864 Rent expense for the year ended December 31, 2020 was $42.9 million. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s financial instruments consist of Level 1 assets and Level 2 liabilities. Level 1 assets include highly liquid money market funds that are included in cash and cash equivalents. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 during the years ended December 31, 2021 and 2020. A summary of assets, related to our financial instruments, measured at fair value on a recurring basis, is set forth below (in thousands): Fair Value Fair Value Hierarchy December 31, Financial Instrument 2021 2020 Financial Assets: Money Market funds classified as cash equivalents Level 1 $ 2,853,055 $ 310,392 Financial Liabilities The Company’s financial liabilities that are not measured at fair value on a recurring basis consist of its 2030 Notes. Refer to Note 8, “Debt” to the Notes to Consolidated Financial Statements for more information. As of December 31, 2021, the estimated fair value of the 2030 Notes was approximately $1,016.2 million. While the 2030 Notes are recorded at cost, the fair value of the 2030 Notes was determined based on the trading price per $101.62 of the 2030 Notes on the last trading day of the reporting period. The fair value of the 2030 Notes is categorized as a Level 2 measurement as they are not actively traded. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Guilded Acquisition On August 16, 2021 (“Acquisition Date”), the Company acquired all outstanding equity interests of Guilded, Inc., (“Guilded”), a privately-held company, that operates a communications platform for connecting gaming communities. The acquisition has been accounted for as a business combination. The Acquisition Date fair value of the consideration transferred was $77.6 million, which consisted of $46.3 million paid in cash and 0.5 million shares of Class A common stock with a fair value of $31.3 million. The aggregate purchase consideration for Guilded was comprised of the following (in thousands): Fair Value Cash paid $ 46,285 Common stock issued 22,744 Replacement awards attributable to pre-acquisition service 8,530 Total purchase price $ 77,559 The acquisition-related costs were not material and were recorded as general and administrative expenses in the Company’s consolidated statements of operations for the year ended December 31, 2021. In connection with the acquisition, the Company entered into a stock-based consideration revesting agreement with the Guilded founder. The portion of the fair value of the common stock associated with pre-acquisition service of the Guilded founder represented a component of the total purchase consideration, as presented above. The remaining fair value of $8.5 million of these issued shares was excluded from the purchase price. These shares, which are subject to the recipients’ continued service with the Company, will be recognized ratably as stock-based compensation expense over the requisite service period of 3 years. The total purchase consideration of the Guilded acquisition was allocated to the tangible and intangible assets acquired, and liabilities assumed, based upon their respective fair values as of the date of the acquisition. Management determined the preliminary fair values based on a number of factors, including a valuation from an independent third-party valuation firm. The excess of the purchase price over the net assets acquired was recorded as goodwill. Goodwill is attributable to the assembled workforce and anticipated synergies arising from the acquisition. The goodwill recorded in the acquisition is not expected to be deductible for income tax purposes. The following table summarizes the Company’s preliminary allocation of the purchase consideration based on the fair value of assets acquired and liabilities assumed at the Acquisition Date (in thousands): August 16, 2021 Cash and cash equivalents $ 593 Goodwill 58,503 Identified intangible assets 19,600 Deferred tax liabilities (999) Accrued expenses and other current liabilities (138) Total purchase price $ 77,559 The following table presents details of the identifiable assets acquired at the Acquisition Date (in thousands except estimated useful life): Carrying Amount Estimated Useful Life (Years) Developed Technology $ 19,100 5 Trade Name 500 5 Total $ 19,600 The Company expects to finalize the allocation of the purchase consideration as soon as practicable, pending finalization of income taxes. The Company currently expects to finalize this allocation during its third quarter ending September 30, 2022. The acquisition is not material to the Company for the periods presented, and therefore, pro forma information has not been presented. Other Acquisitions During the year ended December 31, 2021, the Company completed two individually immaterial acquisitions. These transactions were accounted for as asset acquisitions as they did not meet the definition of a business. The acquired assets consisted entirely of assembled workforce and have a fair value of $8.5 million with an estimated useful life of 3 years. The aggregate purchase consideration consisted of $8.5 million, paid in cash. Loom.ai Acquisition On December 11, 2020, the Company acquired Loom.ai, a privately-held company specializing in real-time facial animation technology for 3D avatars using deep learning, computer vision and VFX. The acquisition has been accounted as a business combination. The acquisition date fair value of the consideration transferred was $86.7 million, which consisted of cash and 1.3 million shares of Class A common stock with a fair value of $40.7 million. The aggregate purchase consideration for Loom.ai was comprised of the following (in thousands): Fair Value Cash paid $ 45,998 Common stock issued 35,203 Replacement awards attributable to pre-acquisition service 5,493 Total purchase price $ 86,694 Cash consideration included reimbursement of acquisition-related transaction costs of $0.8 million incurred by Loom.ai to execute the transaction. Additionally, the acquisition-related costs were not material and were recorded as general and administrative expenses in the Company’s consolidated statements of operations for the year ended December 31, 2020. In connection with the acquisition, the Company entered into stock-based consideration revestment agreements with the Loom.ai founders. The portion of the fair value of the common stock associated with pre-acquisition service of Loom.ai founders represented a component of the total purchase consideration, as presented above. The remaining fair value of $9.2 million of these issued shares was excluded from the purchase price. These shares, which are subject to the recipients’ continued service with the Company, will be recognized ratably as stock-based compensation expense over the requisite service period of 3 years. The total purchase consideration of the Loom.ai acquisition was allocated to the tangible and intangible assets acquired, and liabilities assumed, based upon their respective fair values as of the date of the acquisition. Management determined the fair values based on a number of factors, including a valuation from an independent third-party valuation firm. The excess of the purchase price over the net assets acquired was recorded as goodwill. Goodwill is attributable to the assembled workforce and anticipated synergies arising from the acquisition. $6.7 million of the goodwill recorded in connection with the acquisition of Loom.ai is deductible for tax purposes. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): December 11, 2020 Cash and cash equivalents $ 5,080 Prepaid expenses and other current assets 45 Goodwill 59,568 Identified intangible asset - developed technology 29,000 Deferred tax liabilities (6,681) Accrued expenses and other current liabilities (318) Total purchase price $ 86,694 The identifiable intangible assets acquired consisted entirely of existing technology, which has a fair value of $29.0 million and an estimated remaining useful life of 5 years as of December 31, 2020. The acquisition is not material to the Company for the periods presented, and therefore, pro forma information has not been presented. Imbellus Acquisition On November 30, 2020, the Company completed the acquisition of substantially all of the assets from Imbellus, Inc., a privately-held software company, which developed simulation-based cognitive assessments that measure human thought process. The asset acquisition consisted entirely of existing technology, which has a fair value of $11.7 million and an estimated remaining useful life of 5 years as of December 31, 2020. The purchase consideration consisted of 80,000 shares of Class A common stock, with a fair value of $2.9 million and $8.8 million of cash including direct transaction costs. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Goodwill is recorded when the purchase price of an acquisition exceeds the fair value of the net tangible and identified intangible assets required. The following table represents the changes to goodwill during the year ended December 31, 2021 (in thousands): Carrying Amount Balance as of December 31, 2020 $ 59,568 Addition from acquisition 58,503 Balance as of December 31, 2021 $ 118,071 There was no goodwill during the year ended December 31, 2019. There are no accumulated impairment losses for any period presented. Intangible Assets Intangible assets are carried at cost less accumulated amortization. The following tables present details of the Company’s intangible assets as of December 31, 2021 and December 31, 2020 (in thousands): As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Intangible assets with finite lives Developed Technology $ 62,059 $ (11,233) $ 50,826 Assembled Workforce 8,500 (708) 7,792 Trade Name 500 (25) 475 Total Intangible Assets $ 71,059 $ (11,966) $ 59,093 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Intangible assets with finite lives Developed Technology $ 42,959 $ (1,206) $ 41,753 Total Intangible Assets $ 42,959 $ (1,206) $ 41,753 The above does not include $0.6 million each of indefinite lived intangible assets as of December 31, 2021 and December 31, 2020. Amortization expense was $10.8 million, $1.1 million, and zero for the year ended December 31, 2021, 2020, and 2019, respectively. The expected future amortization expenses related to the intangible assets as of December 31, 2021 were as follows (in thousands): 2022 $ 15,249 2023 15,249 2024 14,196 2025 11,786 2026 2,613 Thereafter — Total remaining amortization $ 59,093 |
Other Balance Sheet Components
Other Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Other Balance Sheet Components [Abstract] | |
Other Balance Sheet Components | Other Balance Sheet Components Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2021 2020 Prepaid Expenses $ 27,671 $ 17,606 Other current assets 4,420 8,668 Total prepaid expenses and other current assets $ 32,091 $ 26,274 Property and equipment, net Property and equipment, net, consisted of the following (in thousands): As of December 31, 2021 2020 Servers and related equipment $ 361,227 $ 264,994 Computer hardware and software 16,154 3,498 Furniture and fixtures 179 162 Leasehold improvements 30,482 27,437 Construction in progress 16,837 294 Total property and equipment 424,879 296,385 Less accumulated depreciation and amortization (153,527) (89,970) Property and equipment—net $ 271,352 $ 206,415 Construction in progress includes costs mostly related to leasehold improvements related to the Company’s office buildings and network equipment infrastructure to support the Company’s data centers. Depreciation expense was $64.9 million, $42.7 million, and $27.6 million for years ended December 31, 2021, 2020, and 2019, respectively. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2021 2020 General accrued expenses $ 56,134 $ 41,699 Short term operating lease liabilities (1) 51,303 — Accrued interest 2030 Notes 6,781 — Taxes payable 43,286 19,119 Accrued compensation and other employee related liabilities 14,511 801 Other current liability 8,754 3,773 Total accrued liabilities and other current liabilities $ 180,769 $ 65,392 (1) Refer to Note 3, “Leases” to the Notes to Consolidated Financial Statements for more information. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2030 Notes Long-term debt consisted of the following (in thousands): As of December 31, 2021 2030 Notes Principal $ 1,000,000 Unamortized issuance costs 12,277 Net carrying amount $ 987,723 On October 29, 2021, the Company issued $1.0 billion aggregate principal amount of its 3.875% Senior Notes due 2030 (the “2030 Notes”). The 2030 Notes mature on May 1, 2030. The 2030 Notes bear interest at a rate of 3.875% per annum. Interest on the 2030 Notes is payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2022. The aggregate proceeds from offering of the 2030 Notes were approximately $987.5 million, after deducting lenders cost and other issuance costs, paid and payable by the Company. The issuance costs of $12.5 million will be amortized into interest expense using the effective interest method over the term of the 2030 Notes. The Company may voluntarily redeem the 2030 Notes, in whole or in part, under the following circumstances: (1) at any time prior to November 1, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2030 Notes at a redemption price of 103.875% of the principal amount including accrued and unpaid interest, if any, with the net cash proceeds of certain equity offerings; provided that (1) at least 50% of the aggregate principal amount of 2030 Notes originally issued remains outstanding immediately after the occurrence of such redemption (excluding 2030 Notes held by the Company and its subsidiaries); and (2) the redemption occurs within 180 days of the date of the closing of such equity offering. (2) on or after November 1, 2024, the Company may redeem all or a part of the 2030 Notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date: Year Percentage 2024 101.938 % 2025 100.969 % 2026 and thereafter 100.000 % (3) at any time prior to November 1, 2024, the Company may redeem all or a part of the 2030 Notes at a redemption price equal to 100% of the principal amount of 2030 Notes redeemed, including accrued and unpaid interest, if any plus the applicable “make-whole” premium set forth in the indenture governing the 2030 Notes (“the Indenture”) as of the date of such redemption. (4) in connection with any tender offer for the 2030 Notes, including an offer to purchase, if holders of not less than 90% in aggregate principal amount of the outstanding 2030 Notes validly tender and do not withdraw such notes in such tender offer and the Company (or any third party making such a tender offer in lieu of the Company) purchases all of the 2030 Notes validly tendered and not withdrawn by such holders, the Company (or such third party) will have the right, upon not less than 10, but not more than 60 days’ prior notice, given not more than 30 days following such purchase date to the holders of the 2030 Notes and the trustee, to redeem all of the 2030 Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each holder of 2030 Notes (excluding any early tender or incentive fee) in such tender offer plus to the extent not included in the tender offer payment, accrued and unpaid interest, if any. In certain circumstances involving a change of control triggering event (as defined in the Indenture), the Company will be required to make an offer to repurchase all, or at the holder’s option, any part, of each holder’s 2030 Notes at 101% of the aggregate principal amount, plus accrued and unpaid interest, if any, to the applicable repurchase date. The 2030 Notes are unsecured obligations and the Indenture contains covenants limiting the Company and its subsidiaries’ ability to: (i) create certain liens and enter into sale and lease-back transactions; (ii) create, assume, incur or guarantee indebtedness; or (iii) consolidate or merge with or into, or sell or otherwise dispose of all of substantially all of the Company and its subsidiaries’ assets to another person. These covenants are subject to a number of limitations and exceptions set forth in the Indenture. For the year ended December 31, 2021, the interest expense recognized in the consolidated statements of operations related to the 2030 Notes was as follows (in thousands): Year Ended December 31, 2021 Contractual interest expense $ 6,781 Amortization of debt issuance costs 216 Total interest expense $ 6,997 For the year ended December 31, 2021, the debt issuance costs for the 2030 Notes were amortized to interest expense over the term of the 2030 Notes using an annual effective interest rate of 4.05%. As of December 31, 2021, the Company was in compliance with all of its covenants under the Indenture. Revolving Line of Credit In February 2019, the Company entered into an agreement for a revolving line of credit, with maximum borrowings of up to $50.0 million available under the revolving line of credit, due February 2020. Outstanding borrowings under the line of credit bear interest at 1.5% per annum. In February 2020, this credit facility was renewed for a one In February 2021, the Company terminated its agreement for a $50.0 million revolving line of credit. No amounts had been borrowed under the revolving line of credit. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingenci es Lease Commitments —The Company leases office facilities and space for data center operations under operating leases expiring in various years through 2031. Certain of these arrangements have free or escalating rent payment provisions and optional renewal clauses. All of the Company’s leases are accounted for as operating leases. Refer Note 3, “Leases” to the Notes to Consolidated Financial Statements for more information. Purchase Obligations —The non-cancellable contractual purchase obligations, primarily related to the Company’s data center hosting providers and software vendors, as of December 31, 2021, are as follows (in thousands): 2022 2023 2024 2025 2026 Thereafter Total Purchase Obligations $ 16,027 $ 17,846 $ 5,238 $ 854 $ 161 $ — $ 40,126 2030 Notes —The future interest and principal payments related to the 2030 Notes, as of December 31, 2021, are as follows (in thousands): 2022 2023 2024 2025 2026 Thereafter Total 2030 Notes, including interest $ 39,073 $ 38,750 $ 38,750 $ 38,750 $ 38,750 $ 1,135,625 $ 1,329,698 Letters of Credit —The Company has letters of credit in connection with our operating leases. The Company has not drawn down from the letters of credit and had $9.9 million, and $9.9 million available in aggregate as of December 31, 2021, and 2020, respectively. Legal Proceedings —The Company is and, from time to time may in the future become, involved in legal proceedings in the ordinary course of business. On June 9, 2021, a number of entities claiming to own or control the rights to musical compositions, including Universal Music Corp., through a coordinated effort of the National Music Publishers Association, filed a lawsuit against the Company (“NMPA Lawsuit”), in the U.S. District Court for the Central District of California, captioned ABKCO Music, Inc.; Big Machine Music, LLC; Boosey & Hawkes, Inc.; Cherio Corporation; Concord Music Publishing LLC; Concord Music Group, Inc.; Downtown Music Publishing LLC; Hipgnosis SFH I Limited; Hipgnosis Songs Group, LLC; Kobalt Music Publishing America, Inc.; MPL Communications, Inc.; MPL Music Publishing, Inc.; Panther Music Corp.; Peer International Corporation; Peermusic Ltd.; Peermusic III, Ltd.; Polygram Publishing, Inc.; Rodgers & Hammerstein Holdings LLC; Pulse 2.0, LLC; Reservoir Media Management, Inc.; Songs of Peer, Ltd.; Songs of Universal, Inc.; Southern Music Publishing Co., Inc.; Spirit Music Holdings, Inc.; Universal Music – MGB NA LLC; Universal Music – Z Tunes LLC; Universal Music Corp.; Universal Music Publishing, Inc.; Universal Musica, Inc., Plaintiffs v. Roblox Corporation, Defendant, alleging that the Company engaged in copyright infringement by using certain musical compositions on its Platform without necessary licenses. In September 2021, the Company entered into a settlement agreement regarding the NMPA lawsuit which settled the matter between the Company and the Plaintiffs. The cost of the settlement was fully accrued in June 2021 and was subsequently paid in September 2021. In addition, the Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. As of December 31, 2021, the Company has accrued for immaterial losses related to those litigation matters that the Company believes to be probable and for which an amount of loss can be reasonably estimated. The Company considered the progress of these cases, the opinions and views of its legal counsel and outside advisors, its experience and settlements in similar cases, and other factors in arriving at the conclusion that a potential loss was probable. The Company cannot determine a reasonable estimate of the maximum possible loss or range of loss for these matters given that they are at various stages of the litigation process and each case is subject to the inherent uncertainties of litigation. The Company may incur substantial legal fees, which are expensed as incurred, in defending against these legal proceedings. Although the maximum amount of liability that may ultimately result from any of these matters cannot be predicted with absolute certainty and the ultimate resolution of one or more of these matters could ultimately have a material adverse effect on our operations. Indemnifications —In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. To date, the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company also currently has directors’ and officers’ insurance. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Preferred Stock [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock In January 2021, the Company issued 11,888,886 shares of Series H convertible preferred stock to certain institutional accredited investors in a private placement at a purchase price of $45.00 per share for aggregate net proceeds of approximately $534.3 million. There was no underwriter or placement agent used in connection with this sale. The Company previously issued Series A, Series B, Series C, Series D, Series D-1, Series E, Series F, and Series G prior to 2021. In November 2020, pursuant to a conversion notice and an exchange agreement with entities affiliated with the Company’s Founder, President, CEO and Chair of the Company’s board of directors, all outstanding convertible preferred stock held by those entities were converted into our Class A common stock and thereafter all 57.3 million outstanding shares of Class A common stock held by those entities were exchanged for 57.3 million shares of Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Immediately prior to the completion of the Direct Listing on March 10, 2021, all outstanding shares of the Company’s convertible preferred stock converted into an aggregate of 349,123,976 shares of Class A common stock. The following table summarizes the convertible preferred stock outstanding immediately prior to the conversion into common stock, and the rights and preferences of the Company’s respective series preceding the Direct Listing in March 2021 (in thousands except per share data): Series Shares Per share Per share Aggregate Carrying Authorized Outstanding A 28,000 16,358 $ 0.02 $ 0.02 $ 327 $ 313 B 45,532 45,532 $ 0.03 $ 0.03 1,070 1,054 C 95,290 95,290 $ 0.03 $ 0.03 2,935 4,150 D 54,860 54,215 $ 0.04 $ 0.04 2,150 2,097 D-1 44,706 44,706 $ 0.09 $ 0.09 4,172 12,998 E 24,340 24,340 $ 1.03 $ 1.03 25,000 24,906 F 33,149 33,149 $ 4.53 $ 4.53 150,000 149,640 G 23,645 23,645 $ 6.34 $ 6.34 150,000 149,669 H 12,222 11,889 $ 45.00 $ 45.00 535,000 534,286 Total 361,744 349,124 $ 870,654 $ 879,113 The following table summarizes the convertible preferred stock outstanding prior to the conversion into common stock, and the rights and preferences of the Company’s respective series as of December 31, 2020 (in thousands except per share data): Series Per share Per share Aggregate Carrying Authorized Outstanding A 28,000 16,358 $ 0.02 $ 0.02 $ 327 $ 313 B 45,532 45,532 $ 0.03 $ 0.03 1,070 1,054 C 95,290 95,290 $ 0.03 $ 0.03 2,935 4,150 D 54,860 54,215 $ 0.04 $ 0.04 2,150 2,097 D-1 44,706 44,706 $ 0.09 $ 0.09 4,172 12,998 E 24,340 24,340 $ 1.03 $ 1.03 25,000 24,906 F 33,149 33,149 $ 4.53 $ 4.53 150,000 149,640 G 23,645 23,645 $ 6.34 $ 6.34 150,000 149,669 Total 349,522 337,235 $ 335,654 $ 344,827 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity (Deficit) | Stockholders’ Equity (Deficit) Preferred Stock —The Company is authorized to issue 100 million shares of convertible preferred stock with a par value of $0.0001 per share. Common Stock —The Company’s amended and restated certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2021, the Company is authorized to issue 4,935.0 million shares of Class A common stock and 65.0 million shares of Class B common stock. Holders of Class A common stock and Class B common stock are entitled to dividends on a pro rata basis, when, as, and if declared by the Company’s board of directors, subject to the rights of the holders of the Company’s convertible preferred stock. Holders of Class A common stock are entitled to one vote per share, and holders of Class B common stock are entitled to 20 votes per share. Each share of our Class B common stock is convertible into one share of our Class A common stock at any time and will convert automatically upon certain transfers and upon the earliest of (i) the date that is specified by the affirmative vote of the holders of two-thirds of the then-outstanding shares of Class B common stock, (ii) the date on which less than 30% of the Class B common stock that was outstanding on March 2, 2021 continues to remain outstanding, (iii) March 10, 2036, (iv) nine months after the death or permanent disability of Mr. Baszucki, and (v) nine months after the date on which Mr. Baszucki no longer serves as our CEO or as a member of our board of directors. Class A common stock and Class B common stock are not redeemable at the option of the holder. 6.0 million shares of Class B common stock held by entities affiliated with David Baszucki, Founder, President, CEO and Chair of our board of directors were converted to Class A common stock during the year ended December 31, 2021. Class A and Class B common stock are referred to as common stock throughout the Notes to Consolidated Financial Statements, unless otherwise noted. The Company had reserved shares of common stock for future issuance as follows (in thousands): As of December 31, 2021 2020 2019 Stock options outstanding 63,267 98,502 99,682 RSUs outstanding 14,684 3,061 30 PSUs outstanding 11,500 — — Shares available for issuance under Equity Incentive Plan 52,811 15,448 19,073 2020 ESPP 5,809 — — Stock warrants outstanding 324 324 1,833 Unregistered restricted stock awards outstanding 468 388 — Conversion of convertible preferred stock — 337,235 324,304 Total 148,863 454,958 444,922 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company sponsors a 401(k) defined contribution retirement plan for eligible employees. Under the plan, the Company is required to make a safe harbor contribution of 100% of the employee contributions on the first 3% and 50% of the next 2% for each employee, subject to a maximum total contribution mandated by the IRS. The Company made matching contributions in the amount of $9.3 million, $5.1 million, and $3.1 million for December 31, 2021, 2020, and 2019, respectively. |
Joint Venture
Joint Venture | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture | Joint Venture In February 2019, the Company entered into a joint venture agreement with Songhua River Investment Limited, or Songhua, an affiliate of Tencent Holdings Ltd., or Tencent Holdings, to create Roblox China Holding Corp. (in which Roblox holds a 51% ownership interest). Songhua contributed $50 million in capital in exchange for 49% ownership interest. The business of the joint venture is (either directly or indirectly through the joint venture’s wholly owned subsidiaries) to engage in the development, localization and licensing to Shenzhen Tencent Computer Systems Co., Ltd. of the Roblox Client for operation and publication as a game in China, and development, localization and licensing to creators of a Chinese version of the Roblox Studio and also develop and oversee relations with local Chinese developers. Pursuant to the terms of the agreements and ASC 810 “Consolidation,” the joint venture is consolidated with the Company because the Company maintains control through voting rights and the minority member of the joint venture does not have substantive participating rights, or veto rights. As a result, it was determined that the Company has control sufficient to consolidate the operations of the joint venture. The Company classifies the 49% ownership interest held by Songhua as noncontrolling interest on the consolidated balance sheet. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is in a net loss position and no material income tax benefits or expense was recorded for the years ended December 31, 2021, December 31, 2020, and December 31, 2019. The components of loss before income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (472,141) $ (244,395) $ (70,734) Foreign (31,659) (19,952) (371) $ (503,800) $ (264,347) $ (71,105) The provision (benefit) for income taxes consists of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current provision: Federal $ — $ — $ — State 678 10 9 Foreign — 25 — Total current provision 678 35 9 Deferred provision: Federal (878) (6,032) — State (120) (659) — Foreign — — — Total deferred provision (998) (6,691) — Provision (benefit) for income taxes $ (320) $ (6,656) $ 9 The provision (benefit) for income taxes differs from the amount estimated by applying the statutory income (loss) before taxes as follows: Year Ended December 31, 2021 2020 2019 Federal tax (benefit) at statutory rate 21 % 21 % 21 % State tax (benefit) at statutory rate, net of federal benefit 2 1 2 Permanent differences 0 0 (4) Research and development credits 10 3 5 Change in valuation allowance (117) (21) (27) Stock-based compensation 84 0 0 Change in statutory rate 0 0 2 Foreign rate differential 0 (2) 0 Other 0 1 1 Provision (benefit) for income taxes 0 % 3 % 0 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets for the periods presented (in thousands): December 31, 2021 2020 2019 Deferred tax assets: Accruals $ 11,466 $ 5,781 $ 2,620 Intangibles — — 156 Deferred revenue 107,221 35,026 19,948 Net operating loss carryforwards 505,668 76,509 37,525 Tax credit carryforwards 65,855 17,052 9,035 Stock-based compensation 35,368 3,891 2,731 Operating lease liability 56,897 — — Interest 1,556 — — Other 1,369 766 69 Total gross deferred tax asset 785,400 139,025 72,084 Less: valuation allowance (711,297) (122,328) (64,435) Net deferred tax assets 74,103 16,697 7,649 Deferred tax liabilities: Fixed Assets (13,889) (10,934) (7,649) Intangible Assets (9,060) (5,763) — Operating lease right-of-use asset (51,154) — — Total deferred tax liabilities (74,103) (16,697) (7,649) Net deferred tax assets (liabilities) $ 0 $ 0 $ 0 The Company accounts for deferred taxes under ASC 740, Income Taxes, which requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the ASC 740 more-likely-than-not realization threshold criterion. This assessment considers matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. The evaluation of the recoverability of the deferred tax assets requires that we weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. Due to our lack of U.S. earnings history, the net U.S. deferred tax assets have been fully offset by a valuation allowance. The Company’s valuation allowance increased by $589.0 million, $57.9 million and $18.2 million, in the years ended December 31, 2021, December 31, 2020, and December 31, 2019, respectively. As of December 31, 2021, we had federal net operating loss carryforwards of $2,120.8 million, which begin to expire in 2024, state net operating loss carryforwards of $840.1 million, which begin to expire in 2027, and foreign net operating loss carryforwards of $49.6 million, which begin to expire in 2024. Of the $2,120.8 million of federal net operating losses, $2,035.2 million is carried forward indefinitely but is limited to 80% of taxable income. As of December 31, 2021, we had U.S. federal and California research and development tax credits of approximately $84.7 million and $60.4 million, respectively. The federal research and development credits begin to expire in 2030, while California credits do not expire. Internal Revenue Code Section 382, or Section 382, ownership change generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. The Company did experience one or more ownership changes in financial periods ending on or before December 31, 2019. In this regard, the Company has determined that based on the timing of the ownership change and the corresponding Section 382 limitations, none of its net operating losses or other tax attributes appear to expire subject to such limitation. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): December 31, 2021 2020 2019 Unrecognized tax benefits at beginning of year $ 19,386 $ 10,121 $ 6,111 Increases related to current year tax positions 53,440 8,998 3,658 Increases related to prior year tax positions 93 481 351 Decreases related to prior year tax positions — (215) — Decreases related to expiration of prior year tax positions — — — Decreases related to settlements of prior year tax positions — — — Unrecognized tax benefits at end of year $ 72,919 $ 19,386 $ 10,121 As of December 31, 2021, we had gross unrecognized tax benefits of approximately $72.9 million of which none would impact income tax expense if recognized to the extent that the Company continues to maintain a full valuation allowance against its deferred tax assets. Our policy is to recognize interest and penalties related to income taxes as components of interest expense and other expense, respectively. The Company did not accrue interest and penalties related to unrecognized tax benefits as of December 31, 2021, December 31, 2020, and December 31, 2019. The Company does not anticipate any significant change within twelve months of this reporting date. The Company is subject to taxation in the U.S. and various states, for which the statutes of limitations have not expired. On January 1, 2022, a provision of the Tax Cuts and Jobs Act of 2017 eliminates the option to deduct research and development expenditures and requires taxpayers to amortize such costs over five years. The Company does not anticipate this provision to have a significant impact to the full year 2022 and will continue to evaluate the impact on its business in future periods. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation 2004 Incentive Stock Plan In 2004, the Company approved the 2004 Incentive Stock Plan, or the 2004 Plan, under which the Board of Directors may grant incentive stock options to employees and nonstatutory stock options to employees, members of the Board of Directors and consultants of the Company and its subsidiaries. Under the 2004 Plan, incentive stock options and nonstatutory stock options may be granted at a price not less than fair value and 85% of the fair value, respectively (110% of fair value for incentive stock options granted to holders of 10% or more of voting stock). Fair value is determined by the Board of Directors. Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of the voting stock) from the date of grant. The 2004 Plan was terminated on the effective date of 2017 Amended and Restated Equity Incentive Plan, and accordingly, no shares are available for issuance under the 2004 Plan. The 2004 Plan continues to govern outstanding awards granted thereafter. 2017 Amended and Restated Equity Incentive Plan In 2017, the Company approved the 2017 Amended and Restated Equity Incentive Plan, or the 2017 Plan, under which the Board of Directors may grant incentive stock options to employees and nonstatutory stock options, stock appreciation rights, RSAs, and RSUs, to employees, members of the Board of Directors and consultants of the Company and its subsidiaries. Under the 2017 Plan, incentive stock options and nonstatutory stock options may be granted at a price not less than fair value (110% of fair value for options issued to holders of 10% or more of voting stock). Stock appreciation rights may be granted at a price not less than fair value. Fair value is determined by the Board of Directors. Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of the voting stock) from the date of grant. In connection with the Direct Listing, the 2017 Plan was terminated effective immediately prior to the effectiveness of the 2020 Equity Incentive Plan, and accordingly, no shares are available for issuance under the 2017 Plan. The 2017 Plan continues to govern outstanding awards granted thereafter. 2020 Equity Incentive Plan In 2020, the Company approved the 2020 Equity Incentive Plan, or the 2020 Plan, which became effective on the business day immediately prior to the effective date of the registration statement for the Company’s Direct Listing. Under the 2020 Plan, the Board of Directors may grant incentive stock options to employees and stock appreciation rights, RSAs, and RSUs, performance units and performance shares to employees, members of the Board of Directors and consultants of the Company and its subsidiaries. Under the 2020 Plan, incentive stock options, nonstatutory stock options, and stock appreciation rights may be granted at a price not less than 100% of the fair market value of the underlying common stock on the date of grant (110% of fair value for incentive stock options issued to holders of 10% or more of voting stock). Options and stock appreciation rights are exercisable over a period not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of the voting stock) from the date of grant. 60.0 million shares of Class A common stock are reserved for future issuance under the 2020 Plan. Stock-based awards under the 2020 Plan that expire or are forfeited, cancelled, or repurchased generally are returned to the pool of shares of Class A common stock available for issuance under the 2020 Plan. The 2020 Plan provides for annual automatic increases in the number of shares of Class A common stock reserved thereunder. In addition, subject to the adjustment provisions of the 2020 Plan, the shares reserved for issuance under the 2020 Plan also includes (i) any shares that, as of the day immediately prior to the effective date of the registration statement, have been reserved but not issued pursuant to any awards granted under the 2017 Plan and are not subject to any awards thereunder and (ii) any shares subject to stock options, RSUs or similar awards granted under our 2017 Plan and 2004 Plan that, after the effective date of the registration statement, expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest. Employee Stock Purchase Plan In 2020, the Company’s board of directors adopted, and its stockholders approved, the 2020 ESPP, which became effective in connection with the Direct Listing. The 2020 ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. A total of 6.0 million shares of the Company’s Class A common stock have been reserved for future issuance under the 2020 ESPP, in addition to any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future issuance under the 2020 ESPP. The 2020 ESPP plan is a compensatory plan and includes two components: a component that allows the Company to make offerings intended to qualify under Section 423 of the Code and a component that allows the Company to make offerings not intended to qualify under Section 423 of the Code to designated companies. Subject to any limitations contained therein, the 2020 ESPP allows eligible employees to contribute (in the form of payroll deductions or otherwise to the extent permitted by the administrator) an amount established by the administrator from time to time in its discretion to purchase Class A common stock at a discounted price per share. The price at which Class A common stock is purchased under the 2020 ESPP is equal to 85% of the fair market value of a share of the Company’s Class A common stock on the enrollment date or exercise date, whichever is lower. Offering periods are generally 24 months long and begin on February 25 and August 25 each year with each offering period having four purchase periods of approximately six months each. The initial offering period began on March 10, 2021 and will end on February 27, 2023. Stock-based compensation expense Stock-based compensation expense included in the consolidated statements of operations was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Infrastructure and trust & safety $ 35,255 $ 7,396 $ 2,085 Research and development 219,851 39,402 9,695 General and administrative 72,929 25,939 3,347 Sales and marketing 13,907 6,421 2,507 Total stock-based compensation $ 341,942 $ 79,158 $ 17,634 The stock-based compensation expense related to equity awards granted to non-employees for the years ended December 31, 2021, 2020, and 2019 was not material. Options The assumptions used in the Black-Scholes pricing model for stock-based compensation for the periods below were as follows: Year Ended December 31, 2020 2019 Risk-free interest rate 0.5% -1.8% 1.5% -1.7% Expected volatility 35.4% - 39.8% 37.0% - 40.8% Dividend yield — — Expected terms (in years) 7 6 - 7 Fair value of common stock $4.61 - $21.06 $3.35 - $4.01 As of December 31, 2021, the Company had $161.4 million of unrecognized stock-based compensation related to unvested options, which will be recognized over a weighted-average remaining requisite service period of 2.5 years. The following table summarizes stock option activity under the Plan (in thousands except per share data and remaining contractual term): Options Outstanding Number of Weighted- Remaining Aggregate Intrinsic Value Balances as of December 31, 2018 83,395 $ 0.90 Granted 31,381 $ 3.38 Cancelled (6,199) $ 2.10 Exercised (8,895) $ 0.36 Balances as of December 31, 2019 99,682 $ 1.66 7.84 $ 174,497 Granted 23,269 $ 4.73 Cancelled (3,859) $ 2.39 Exercised (20,590) $ 0.74 Balances as of December 31, 2020 98,502 $ 2.55 7.76 $ 3,838,994 Granted — — Cancelled (1,862) $ 3.95 Exercised (33,373) $ 1.95 Balances as of December 31, 2021 63,267 $ 2.82 6.97 $ 6,348,395 Exercisable as of December 31, 2021 35,431 $ 1.86 6.19 $ 3,589,069 Vested and expected to vest at December 31, 2021 63,267 $ 2.82 6.97 $ 6,348,395 No options were granted during the fiscal year ended December 31, 2021. The weighted-average grant-date fair value of options granted for the fiscal years ended December 31, 2020, and 2019 was $9.35, and $1.70, respectively. The intrinsic value of options exercised for the fiscal years ended December 31, 2021, 2020, and 2019 was $2,548.3 million, $189.5 million, and $26.8 million, respectively. Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock. The aggregate grant-date fair value of options that vested during the fiscal years ended December 31, 2021, 2020, and 2019 was $79.9 million, $29.8 million, and $17.1 million, respectively. The following table summarizes RSUs and unregistered restricted stock awards (“unregistered RSAs”) activity (in thousands except per share data): Restricted Stock Units Restricted Stock Awards Number of Weighted- Number of Weighted- Unvested as of December 31, 2019 30 $ 3.35 — — Granted 3,061 $ 31.55 388 $ 37.75 Vested (30) $ 3.35 — — Unvested as of December 31, 2020 3,061 $ 31.55 388 $ 37.75 Granted 13,382 $ 78.92 209 $ 81.67 Vested (1,376) $ 38.46 (129) $ 37.75 Cancelled (383) $ 52.78 — — Unvested as of December 31, 2021 14,684 $ 68.03 468 $ 57.37 As of December 31, 2021, the Company had $13.4 million of unrecognized stock-based compensation related to unregistered RSAs, which will be recognized over the weighted average remaining requisite service period of 2.3 years. See Note 5, “Acquisitions” to the Notes to Consolidated Financial Statements for more information. As of December 31, 2021, the Company had $913.7 million of unrecognized stock-based compensation related to RSUs, which will be recognized over the weighted average remaining requisite service period of 3.4 years. The RSUs granted prior to our Direct Listing vest upon the satisfaction of both the service condition and a liquidity event-related performance vesting condition which was satisfied on the Effective Date. In the first quarter of 2021, we recorded cumulative stock-based compensation expense of $21.3 million related to all then-outstanding RSUs for which the service-based vesting condition has been satisfied. Stock-based compensation related to the remaining service-based period after the liquidity event-related performance vesting condition was satisfied will be recorded over the remaining requisite service period using the accelerated attribution method. The RSUs granted subsequent to our Direct Listing only have a service based vesting condition, which is satisfied generally over 4 years. CEO Long-Term Performance Award In February 2021, the leadership development and compensation committee granted the CEO a Long-Term Performance Award, an RSU award under our 2017 Plan to Mr. Baszucki, which would provide him the opportunity to earn a maximum number of 11,500,000 shares of Class A common stock. The CEO Long-Term Performance Award vests upon the satisfaction of a service condition and achievement of certain stock price goals, as described below. The CEO Long-Term Performance Award is eligible to vest based on the Company’s stock price performance over performance periods with the first beginning two years after the Effective Date and ending on the seventh anniversary of the Effective Date. In addition, and as described in greater detail below, Mr. Baszucki must remain employed as our CEO through the date a Company Stock Price Hurdle is achieved in order to earn the RSUs that relate to an applicable Company Stock Price Hurdle. The CEO Long-Term Performance Award is divided into seven tranches that are eligible to vest based on the achievement of stock price goals, each a Company Stock Price Hurdle, measured based on an average of our stock price over a consecutive 90-day trading period applicable to the performance period as set forth below. Company Stock Number of RSUs Performance 1 $ 165.00 750,000 2 years 2 $ 200.00 750,000 3 years 3 $ 235.00 2,000,000 4 years 4 $ 270.00 2,000,000 5 years 5 $ 305.00 2,000,000 5 years 6 $ 340.00 2,000,000 5 years 7 $ 375.00 2,000,000 5 years If the Company Stock Price Hurdle fails to reach $165.00 prior to the seventh anniversary of the Effective Date, no portion of the CEO Long-Term Performance Award will vest. Further, any RSUs associated with a Company Stock Price Hurdle not achieved by the seventh anniversary of the Effective Date will terminate and be cancelled for no additional consideration to Mr. Baszucki. Mr. Baszucki must remain employed by us as our CEO from the Effective Date through the date a Company Stock Price Hurdle is achieved to earn the RSUs associated with an applicable Company Stock Price Hurdle. The Company Stock Price Hurdles and Number of RSUs Eligible to Vest will be adjusted to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar events under the 2017 Plan. Each vested RSU under the CEO Long-Term Performance Award will be settled in a share of our Class A common stock on the next company quarterly settlement date occurring on or after the date on which the RSU vests, regardless of whether Mr. Baszucki remains the CEO as of such date. Company quarterly settlement dates for this purpose are February 20, May 20, August 20, and November 20. The Company estimated the grant date fair value of the CEO Long-Term Performance Award using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the Company Stock Price Hurdles may not be satisfied. A Monte Carlo simulation model requires use of various assumptions, including the underlying stock price, volatility, and the risk-free interest rate as of the valuation date, corresponding to the length of time remaining in the performance period, and expected dividend yield. The weighted-average grant date fair value of the CEO Long-Term Performance Award was estimated to be $20.19 per share, and the Company estimates that it will recognize total stock-based compensation expense of approximately $232.2 million over the derived service period of each of the seven separate tranches which is between 3.45 – 5.38 years. If the Company Stock Price Hurdles are met sooner than the derived service period, the stock-based compensation expense will be adjusted to reflect the cumulative expense associated with the vested award. The stock-based compensation expense will be recognized if service as the Company’s CEO is provided by Mr. Baszucki over the requisite service period, regardless of whether the Company Stock Price Hurdles are achieved. The Company recorded $42.0 million of stock-based compensation expense related to the CEO Long-Term Performance Award during the year ended December 31, 2021. As of December 31, 2021, unrecognized stock-based compensation expense related to the CEO Long-Term Performance Award was $190.1 million which will be recognized over the remaining derived service period of the respective tranche. Employee Stock Purchase Plan The following assumptions were used in the Black-Scholes options pricing model in estimating the fair value of 2020 ESPP on the date of the grant: Year Ended December 31, 2021 Risk-free interest rate 0.06% - 0.25% Expected volatility 46.97% - 56.91% Dividend yield —% Expected terms (in years) 0.44 - 2.00 The Company recorded $9.9 million of stock-based compensation expense related to the 2020 ESPP during the year ended December 31, 2021. Tender Offer In March 2020, in connection with the Company’s sale of the Series G convertible preferred stock, the purchasers of the Series G convertible preferred stock conducted a tender offer to acquire approximately 31.1 million shares of common and 24.0 million shares of convertible preferred stock from employees, former employees, and other existing investors. In connection with the tender offer, the Company waived any rights of first refusal or other transfer restrictions applicable to such shares. As a result of this transaction, we recorded a total of $35.2 million in stock-based compensation expense in the year ended December 31, 2020 for the difference between the price paid for shares held by our employees and former employee stockholders and the estimated fair market value on the date of the transaction. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common ShareThe following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Basic and diluted net loss per share Numerator Consolidated net loss $ (503,480) $ (257,691) $ (71,114) Less: net loss attributable to the noncontrolling interest (11,829) (4,437) (146) Net loss attributable to common stockholders $ (491,651) $ (253,254) $ (70,968) Denominator Weighted-average common shares used in per share computation, based and diluted 505,858 182,108 163,051 Net loss per share, basic and diluted $ (0.97) $ (1.39) $ (0.44) The potential shares of common stock that were excluded from the computation of diluted net loss per share for the period presented because including them would have been anti-dilutive are as follows (in thousands): As of December 31, 2021 2020 2019 Stock options outstanding 63,267 98,502 99,682 RSUs outstanding 14,684 3,061 30 2020 ESPP 523 — — Stock warrants outstanding 324 324 1,833 Unregistered restricted stock awards outstanding 468 388 — Convertible Preferred Stock outstanding — 337,235 324,304 Total 79,266 439,510 425,849 |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Geographic Information | Geographic Information For revenue by geographic area, based on the location of the Company’s users, refer to Note 2, “Revenue from Contracts with Customers” to the Notes to Consolidated Financial Statements. Long-lived assets, comprising property and equipment, net, by geographic area were as follows (in thousands): Year Ended December 31, 2021 2020 United States $ 239,889 $ 179,870 Rest of world 31,463 26,545 Total $ 271,352 $ 206,415 |
Overview and Summary of Signi_2
Overview and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal Year —The Company’s fiscal year ends on December 31. For example, references to fiscal 2021, 2020 and 2019 refer to the fiscal year ending December 31, 2021, December 31, 2020, and December 31, 2019, respectively. |
Basis of Presentation | Basis of Presentation —The accompanying consolidated financial statements have been prepared in accordance with GAAP, and applicable rules and regulations of the SEC. Certain prior period balances have been reclassified in the accompanying consolidated financial statements to conform to the current year presentation. These reclassifications are not material and had no effect on the prior year's net loss or accumulated deficit. |
Principles of Consolidation | Principles of Consolidation —The consolidated financial statements include the accounts of the Company and subsidiaries over which the Company has control. All intercompany transactions and balances have been eliminated. The consolidated financial statements include 100% of the accounts of wholly owned and majority owned subsidiaries, and the ownership interest of minority investors is recorded as noncontrolling interest. |
Use of Estimates | Use of Estimates —The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, the estimated period of time the virtual items are available to the user and the estimated amount of consumable and durable virtual items purchased for which the Company lacks specific information that we use for revenue recognition, useful lives of property and equipment and intangible assets, valuation of acquired goodwill and intangible assets, accrued liabilities (including accrued developer exchange fees), contingent liabilities, valuation of deferred tax assets and liabilities, stock-based compensation, the carrying value of operating lease right-of-use assets, evaluation of recoverability of long-lived assets and carrying value of goodwill. Management believes that the estimates, and judgments upon which they rely, are reasonable based upon information available to them at the time that these estimates and judgments are made. Actual results could differ from those estimates and any such differences may be material to the consolidated financial statements. To the extent that there are material differences between these estimates and actual results, the Company’s consolidated financial statements will be affected. |
Foreign Currency Transactions | Foreign Currency Transactions — |
Stock Split | Stock Split —On January 31, 2020, the Company’s board of directors approved an amendment to its certificate of incorporation to effect a split of shares of the issued and outstanding common stock and convertible preferred stock at a 2-for-1 ratio. The stock split was approved by the Company’s stockholders and effected on January 31, 2020. All issued and outstanding shares of common stock and convertible preferred stock, dividend rates, conversion rates, options to purchase common stock, exercise prices, and the related per-share amounts contained in these consolidated financial statements have been adjusted to reflect these stock splits for all periods presented. |
Segment | Segments — |
Revenue Recognition | Revenue Recognition Revenue Recognition Policy In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when control of the service is transferred to the customer. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to in exchange for these services. To achieve the core principle of this standard, the Company determines revenue recognition by: • identifying the contract, or contracts, with the customer; • identifying the performance obligations in the contract; • determining the transaction price; • allocating the transaction price to performance obligations in the contract; and • recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised services. The Company derives substantially all of its revenue from the sale of virtual items on the Roblox Platform. Roblox Platform The Company operates the Roblox Platform as live services that allow users to play and socialize with others for free. Within the experience, however, users can purchase virtual currency (Robux) to obtain virtual items to enhance their social experience. Proceeds from the sale of Robux are initially recorded in deferred revenue and recognized as revenues as a user purchases and uses virtual items. The Company’s identified performance obligation is to provide users with the ability to acquire, use, and hold virtual items on the Roblox Platform over the estimated period of time the virtual items are available to the user or until the virtual items are consumed. Users can purchase Robux, as one-time purchases or through monthly subscriptions via mobile payments, credit cards, or prepaid cards. Payments from users are non-refundable and relate to non-cancellable contracts for a fixed price that specify Company’s obligations. Revenue is recorded net of taxes, assessed by a government authority that are both imposed on and concurrent with specific revenue transactions between the Company and its users, and estimated chargebacks. Such payments are initially recorded to deferred revenue. The satisfaction of Company’s performance obligation is dependent on the nature of the virtual item purchased and as a result, the Company categorizes its virtual items as either consumable or durable. • Consumable virtual items represent items that can be consumed by a specific user action. Common characteristics of consumable virtual items may include items that are no longer displayed on the user’s inventory after a short period of time or do not provide the user any continuing benefit following consumption. For the sale of consumable virtual items the Company recognizes revenue as the items are consumed. • Durable virtual items represent items which result in a persistent change to a users’ character or item set (e.g., virtual hat, pet, or house). These items are generally available to the customer to hold, use, or display for as long as they are on the Roblox Platform. The Company recognizes revenue from the sale of durable virtual items ratably over the estimated period of time the items are available to the user which is estimated as the average lifetime of a paying user. To separately account for consumable and durable virtual items, the Company specifically identifies each purchase for the majority of virtual items purchased on the Roblox Platform. For the remaining population, the Company estimates the amount of consumable and durable virtual items purchased based on data from specifically identified purchases and the expected behavior of the users within similar experiences. The estimation of amount of consumable and durable virtual items purchased for the population of purchases not specifically identified, requires management’s judgement as it requires the Company to evaluate and estimate the expected behavior of users in the population using information from known purchases in similar experiences. The average lifetime of a paying user estimate is calculated based on historical monthly retention data for each user cohort to project future participation on the Roblox Platform and is currently estimated to be 23 months. Determining the estimated average lifetime of a paying user requires management’s judgment as it requires the Company to analyze the most recent trends in player cohort activity and other qualitative factors to estimate the average lifetime of a paying user. The Company also considers results from prior analyses in determining the estimated average lifetime of a paying user. The Company believes this estimate is the best representation of the average life of the durable virtual items. Principal Agent Considerations The Company evaluates the sales of Robux via third-party payment processors to determine whether its revenues should be reported gross or net of fees either retained by the payment processor or paid to the developers and creators (Developer Exchange Fees). The Company is the principal in the transaction with the end user as a result of controlling, hosting, and integrating the delivery of the virtual items to the end user. The Company records revenue gross as a principal and records fees paid to payment processors and Developer Exchange Fees as an expense. Other Revenue Other revenue primarily consists of revenue from advertising, licenses, and royalties. The Company recognizes revenue based on the performance obligations of the underlying agreements, in an amount that reflects the consideration that the Company expects to be entitled to. |
Cost of Revenue | Cost of Revenue —Cost of revenue primarily consists of payment processing fees charged by various distribution channels. |
Deferred Cost of Revenue | Deferred Cost of Revenue —The Company defers contract costs that are direct and incremental to obtaining user contracts (i.e., sale of Robux). Deferred cost of revenue primarily consists of payment processing fees charged by third-party payment processors. Payment processing fees for initial contracts are commensurate with subsequent sales, and as a result, are amortized over the estimated period of time the virtual items are available to the user on the Roblox Platform (based on the nature of the virtual item as either consumable or durable) in proportion to the revenue recognized. The Company classifies deferred cost of revenue as short-term or long-term based on when the Company expects to recognize the expense. Short-term and long-term deferred cost of revenue are included on the Company’s consolidated balance sheets. Deferred cost of revenue are periodically reviewed for impairment. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivables. Cash and cash equivalents are deposited with high quality financial institutions and may, at times, exceed federally insured limits. Management believes that the financial institutions that hold the Company’s deposits are financially credit worthy and, accordingly, minimal credit risk exists with respect to those balances. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal interest rate risk. The Company provides credit, in the normal course of business, to various customers, performs ongoing credit evaluations of its customers, and maintains allowances for potential credit losses on customers’ accounts when deemed necessary. The Company has not experienced any material credit losses to date. |
Fair Value Hierarchy | Fair Value Hierarchy —Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 —Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 —Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash —Cash and cash equivalents primarily consisted of cash in hand, money market instruments, and U.S. Treasuries with maturities of 90 days or less from the date of purchase. |
Short-Term Investments | Short-Term Investments—The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such determination at each balance sheet date based on their maturities and the Company’s reasonable expectation with regard to those securities (i.e., expectations of sales and redemptions). Based on our intentions regarding our short-term investments, all short-term investments are classified as available-for-sale and are reported at fair value, which is based on quoted market prices for such securities, if available, or based on quoted market prices of financial instruments with similar characteristics. Unrealized gains and losses recorded as a separate component of other comprehensive loss, net of income taxes. The Company periodically reviews whether its securities may be other-than-temporarily impaired, including whether or not (i) the Company has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If one of these factors is met, the Company will record an impairment loss associated with its impaired investment. Realized gains and losses and other-than-temporary impairments, if any, on available-for-sale securities are recognized upon sale and are included in other expense, net in the consolidated statements of operations. |
Accounts Receivable and Related Allowance | Accounts Receivable and Related Allowance — Accounts receivable represent amounts due to us based on contractual obligations with our customers. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, it records a specific allowance as a reduction to the accounts receivable balance to reduce it to its net realizable value. In addition, the Company holds a reserve for chargebacks based on historical data and current trends and projections. Specific allowances and chargeback reserves have not been material for any of the period presented. |
Property and Equipment—Net | Property and Equipment—Net — Property and equipment are recorded at historical cost less accumulated depreciation and amortization. Depreciation and amortization is recorded on a straight line basis over the estimated useful lives of the respective assets. Repair and maintenance costs are expensed as incurred. The estimated useful life for each asset category is as follows: Property and Equipment Estimated Useful Life Servers and related equipment 5 years Computer hardware and software 2 - 5 years Furniture and fixtures 2 years Leasehold improvements Shorter of 10 years or life of lease |
Goodwill and Intangible Assets | Goodwill and Intangible Assets —Goodwill is not amortized but rather tested for impairment annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to reporting units expected to benefit from the business combination. The Company has determined that it has one operating segment and one reporting unit. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the Company determines that as a result of the qualitative assessment that it is more likely than not (i.e., greater than 50% likelihood) that the fair value of a reporting unit is less than its carrying amount, then the quantitative test is required or it can directly perform the quantitative analysis. Goodwill impairment is recognized when the quantitative assessment results in the carrying value exceeding the fair value, in which case an impairment charge is recorded to the extent the carrying value exceeds the fair value. There were no impairment charges to goodwill during the periods presented. Intangible assets with finite lives are carried at cost, less accumulated amortization. Intangible assets are amortized on a straight-line basis over the estimated useful life of up to five years. Each period the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. |
Business Combinations and Asset Acquisitions | Business Combinations and Asset Acquisitions —The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. When the Company acquires a business, the purchase consideration is allocated to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated respective fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. In addition, unanticipated events and circumstances may occur that may affect the accuracy or validity of such estimates. As a result, during the measurement period, which may be up to one year following the acquisition date, if new information is obtained about facts and circumstances that existed as of the acquisition date, the Company may record adjustments to the fair value of these assets and liabilities, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the accompanying consolidated statements of operations. The Company accounts for a transaction as an asset acquisition pursuant to the provisions of ASU No. 2017-01, Clarifying the Definition of a Business, when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related costs are capitalized as part of the asset or assets acquired. |
Software Development Costs Research and Development | Software Development Costs —The Company incurs costs related to developing the Roblox Platform and related support systems. The Company capitalizes development costs when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Development costs meeting the Company’s capitalization criteria were not material during the periods presented. Research and Development — Research and development costs are expensed as incurred and consist primarily of personnel costs and allocated overhead. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets— The Company periodically evaluates the carrying value of long-lived assets to be held and used when indicators of impairment exist. The carrying value of a long-lived asset to be held and used is considered impaired when the estimated separately identifiable undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded during the periods presented. |
Developer Exchange Fees | Developer Exchange Fees —The Company has established an incentive program for developers and creators to build and operate virtual worlds within the Roblox environment. Developers and creators may charge other users virtual currency to participate in their world. Under certain conditions as outlined in the Developer Exchange Program agreement with developers and creators, such as earning a minimum amount of 100,000 Robux, having a verified account, and an account in good standing; and in compliance with applicable law, these developers and creators can receive a cash payout based on the amount of accumulated earned Robux from other users. The Company records the expense and liability associated with this program on the accompanying consolidated statements of operations and balance sheet, respectively. |
Infrastructure and Trust & Safety | Infrastructure and Trust & Safety —Infrastructure and trust & safety consists primarily of expenses related to the operation of our data centers and technical infrastructure in order to deliver our platform to our users. Infrastructure expenses also include personnel costs and allocated overhead for employees and team members whose primary responsibilities relate to supporting our infrastructure and trust & safety initiatives. |
Stock-Based Compensation | Stock-Based Compensation — The Company measures and recognizes stock-based compensation expense for all stock-based awards, including stock options, RSAs, RSUs, and PSUs granted to employees, directors, and non-employees, and stock purchase rights granted under the 2020 ESPP to employees, based on the estimated grant date fair value of the awards. The fair value of each stock option granted and stock purchase right granted under the 2020 ESPP is estimated using the Black-Scholes option-pricing model and is recognized as compensation expense on a straight-line basis over the requisite service period of the awards. The Black-Scholes option pricing model requires certain subjective inputs and assumptions, including the fair value of the Company’s Class A common stock, the expected term, risk-free interest rates, expected stock price volatility, and expected dividend yield of our Class A common stock. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. These assumptions and estimates are as follows: • Fair value of Class A common stock— Prior to the Direct Listing, the fair value of the shares of Class A common stock underlying the stock options and RSUs has historically been determined by the Company’s board of directors along with management as there was no public market for the underlying common stock. The Company’s board of directors along with management determined the fair value of the Company’s common stock by considering a number of objective and subjective factors including: contemporaneous third-party valuations of its common stock, the valuation of comparable companies, sales of the Company’s common and convertible preferred stock to outside investors in arms-length transactions, the Company’s operating and financial performance, the lack of marketability, and the general and industry specific economic outlook, amongst other factors. After the completion of the Direct listing, the fair value of the Company’s Class A common stock is determined based on the NYSE closing price on the date of grant. • Expected term—The expected term represents the period stock-based awards are expected to be outstanding. The expected term assumptions are determined based on the vesting terms, estimated exercise behavior, post-vesting cancellations and contractual lives of the awards. • Risk-free interest rates—The risk-free interest rate is based on the implied yields in effect at the time of the grant of U.S. Treasury notes with terms approximately equal to the expected term of the award. • Expected stock price volatility— Prior to the Direct Listing, the Company used the historical volatility of the Class A common stock price of similar publicly-traded peer companies. After the completion of the Direct Listing the Company continues to use the historical volatility of the stock price of similar publicly traded peer companies since it has not established sufficient public trading history. • Expected dividend yield—The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock. RSUs granted by the Company prior to March 2021, vest upon the satisfaction of both a service-based vesting condition, which is typically four years, and a liquidity event-related performance vesting condition. The liquidity event-related performance vesting condition was satisfied on the Effective Date, and the Company recorded a cumulative stock-based compensation expense as of the Direct Listing date for those RSUs for which the service-based vesting condition has been satisfied. Stock-based compensation related to the remaining service-based period after the liquidity event-related performance vesting condition was satisfied will be recorded over the remaining requisite service period using the accelerated attribution method. In February 2021, the leadership development and compensation committee of the Company’s board of directors granted the CEO a Long-Term Performance Award (“CEO Long-Term Performance Award”), an RSU award that includes a service and a market condition. The fair value of the CEO Long-Term Performance Award is determined using a Monte Carlo simulation model. The fair value of the common stock underlying the award was determined by the Company’s board of directors along with management by considering a number of objective and subjective factors. The Company estimated the expected term based on the time period from the valuation date to the end of the performance period. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes. The expected volatility is derived from the historical stock volatility of selected peers over a period equivalent to the expected term of the CEO Long-Term Performance Award. The associated stock-based compensation is recorded over the derived service period, using the accelerated attribution method. If the stock price goals are met sooner than the derived service period, the Company will adjust the stock-based compensation expense to reflect the cumulative expense associated with the vested portion of the CEO Long-Term Performance Award. Provided that David Baszucki continues to be the CEO of the Company, stock-based compensation expense is recognized over the derived service period, regardless of whether the stock price goals are achieved. The Company records forfeitures when they occur for all stock-based awards. |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share —Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. The Company considers all series of its convertible preferred stock to be participating securities as the holders of such stock have the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend is paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the preferred stockholders do not have a contractual obligation to share in the Company’s losses. Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents to the extent they are dilutive. For purposes of this calculation, convertible preferred stock, stock options, RSAs, convertible preferred stock warrants, and common stock warrants are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive for all periods presented. |
Income Taxes | Income Taxes —The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit for which the future realization is uncertain. The tax effects of a position are recognized only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. |
Leases | Leases —Effective January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“Topic 842”) along with all subsequent ASU clarifications and improvements that are applicable to the Company on January 1, 2021 utilizing the modified retrospective transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The Company leases facilities under non-cancelable operating lease agreements. These leases have varying terms that range from one Operating lease right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term. Operating lease liabilities represent our obligation to make lease payments arising from the lease at the commencement date and are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Operating lease ROU assets are recognized as the lease liability, adjusted for lease incentives received, initial direct costs and prepayments made. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, or IBR, on a collateralized basis to determine the present value of lease payments. The IBR represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company utilizes a market-based approach to estimate the IBR. The approach requires significant judgment and therefore, the Company utilizes different data sets to estimate IBRs via an analysis of (i) yields on corporate bond with a credit rating similar to the Company; (ii) yields on our outstanding unsecured debt; and (iii) indicative pricing on both secured and unsecured debt received from potential lenders. The Company is required to reassess the discount rate for any new and modified lease contracts as of the lease effective date. Certain lease agreements include options to renew or terminate the lease, and such options are factored into determination of the lease term and future lease payments when it is reasonably certain that the Company will exercise the option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term . Variable lease payments are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. The Company subleases certain real estate under agreements that are classified as operating leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not account for lease components (e.g., fixed payments including rent) separately from the non-lease components (e.g., common-area maintenance costs). Refer to Note 3, “Leases” to the Notes to Consolidated Financial Statements for more information. |
Recent Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements JOBS Act Accounting Election As of the date of our Direct Listing, we were an emerging growth company, as defined in the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We chose to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. The adoption dates discussed below reflect this election. We ceased being an emerging growth company on December 31, 2021. Accounting Pronouncements Recently Adopted In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses, Topic 326: Measurement of Credit Losses on Financial Instruments,” which requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently regarding the treatment of accrued interest, transfers between classifications for loans and debt securities, recoveries and the option to irrevocably elect the fair value option (on an instrument-by-instrument basis) for eligible financial assets at amortized costs. The new standard requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in prior GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. The Company adopted the guidance during the quarter ended September 30, 2021 on a modified retrospective basis as of January 1, 2021. The adoption of this standard did not result in any cumulative effect adjustment on our consolidated financial statements upon adoption as of January 1, 2021. In February 2016, the FASB issued ASU No. 2016-02, Topic 842, which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. The Company adopted the guidance on January 1, 2021 utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of 2021. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical lease classification, assessment on whether a contract was or contains a lease, and initial direct costs for leases that existed prior to January 1, 2021. The Company also elected to combine its lease and non-lease components and not recognize ROU assets and lease liabilities for leases with an initial term of 12 months or less. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of ROU assets. See Note 3, “Leases” to the Notes to Consolidated Financial Statements for more information. In August 2018, the FASB issued ASU No. 2018-15, “ Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new standard requires capitalized costs to be amortized on a straight-line basis generally over the term of the arrangement, and the financial statement presentation for these capitalized costs would be the same as that of the fees related to the hosting arrangements. This new guidance was effective for the Company beginning on January 1, 2021, and did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The purpose of ASU 2019-12 is to reduce complexity in the accounting standards for income taxes by removing certain exceptions as well as clarifying certain allocations. This update removed the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operation and income or a gain from other items (for example, discontinued operations or other comprehensive income). This update also addresses the split recognition of franchise taxes that are partially based on income between income-based tax and non-income-based tax. This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company elected to adopt ASU 2019-12 on January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted |
Overview and Summary of Signi_3
Overview and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant and Equipment, Useful Life | Property and Equipment Estimated Useful Life Servers and related equipment 5 years Computer hardware and software 2 - 5 years Furniture and fixtures 2 years Leasehold improvements Shorter of 10 years or life of lease Property and equipment, net, consisted of the following (in thousands): As of December 31, 2021 2020 Servers and related equipment $ 361,227 $ 264,994 Computer hardware and software 16,154 3,498 Furniture and fixtures 179 162 Leasehold improvements 30,482 27,437 Construction in progress 16,837 294 Total property and equipment 424,879 296,385 Less accumulated depreciation and amortization (153,527) (89,970) Property and equipment—net $ 271,352 $ 206,415 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disaggregation of Revenue [Abstract] | |
Schedule of Revenue Disaggregated By Geography | The following table summarizes revenue by region based on the billing country of users (in thousands, except percentages): Year Ended December 31, 2021 2020 2019 Amount Percentage Amount Percentage Amount Percentage United States and Canada (1) $ 1,298,938 68 % $ 638,354 69 % $ 364,114 72 % Europe 357,656 19 168,303 18 83,271 16 Asia-Pacific, including Australia and New Zealand 145,464 7 70,530 8 37,677 7 Rest of world 117,123 6 46,698 5 23,331 5 Total $ 1,919,181 100 % $ 923,885 100 % $ 508,393 100 % (1) The Company’s revenues in the U.S. were 63%, 65%, and 67% of consolidated revenues for each of the years ended December 31, 2021, 2020, and 2019, respectively. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Company's Consolidated Balance Sheet | The following table summarizes the impacts of adopting Topic 842 on the Company’s consolidated balance sheet as of December 31, 2020 (in thousands): As Reported Balance as of December 31, 2020 Adjustments due As Adjusted Balance Assets Operating lease right-of-use assets — $ 195,944 $ 195,944 Prepaid expenses and other current assets 26,274 (8,106) 18,168 Total $ 26,274 $ 187,838 $ 214,112 Liabilities Accrued expenses and other current liabilities $ 65,392 $ (1,704) $ 63,688 Other long-term liabilities 22,109 (21,983) 126 Operating lease liabilities—short-term — 32,162 32,162 Operating lease liabilities—long-term — 179,363 179,363 Total $ 87,501 $ 187,838 $ 275,339 |
Schedule of Non-cancelable Operating Leases | The following table presents maturity of lease liabilities under the Company’s non-cancelable operating leases as of December 31, 2021 (in thousands): 2022 $ 59,907 2023 54,694 2024 45,598 2025 37,413 2026 27,556 Thereafter 53,299 Total lease payments $ 278,467 Less: interest (1) 32,548 Present value of lease liabilities $ 245,919 (1) Calculated using the interest rate for each lease. |
Schedule of Supplemental Information | The following table presents supplemental information for the year ended December 31, 2021 (in thousands, except for weighted average and percentage data): Weighted average remaining lease term 5.79 Weighted average discount rate 4.0 % Cash paid for amounts included in the measurement of lease liabilities (1) $ 52,942 Lease liabilities arising from obtaining new ROU assets $ 70,068 (1) Does not include $9.1 million of leasehold incentives received from the landlord. |
Schedule of Future Minimum Lease Payments | Prior to the adoption of Topic 842, future minimum lease payments as of December 31, 2020, which were undiscounted, were as follows (in thousands): 2021 $ 51,397 2022 54,477 2023 47,915 2024 38,970 2025 32,223 Thereafter 55,882 Total lease payments $ 280,864 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets, Related to Financial Instruments, Measured at Fair Value on Recurring Basis | A summary of assets, related to our financial instruments, measured at fair value on a recurring basis, is set forth below (in thousands): Fair Value Fair Value Hierarchy December 31, Financial Instrument 2021 2020 Financial Assets: Money Market funds classified as cash equivalents Level 1 $ 2,853,055 $ 310,392 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Aggregate Purchase Consideration | The aggregate purchase consideration for Guilded was comprised of the following (in thousands): Fair Value Cash paid $ 46,285 Common stock issued 22,744 Replacement awards attributable to pre-acquisition service 8,530 Total purchase price $ 77,559 Fair Value Cash paid $ 45,998 Common stock issued 35,203 Replacement awards attributable to pre-acquisition service 5,493 Total purchase price $ 86,694 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the Company’s preliminary allocation of the purchase consideration based on the fair value of assets acquired and liabilities assumed at the Acquisition Date (in thousands): August 16, 2021 Cash and cash equivalents $ 593 Goodwill 58,503 Identified intangible assets 19,600 Deferred tax liabilities (999) Accrued expenses and other current liabilities (138) Total purchase price $ 77,559 The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): December 11, 2020 Cash and cash equivalents $ 5,080 Prepaid expenses and other current assets 45 Goodwill 59,568 Identified intangible asset - developed technology 29,000 Deferred tax liabilities (6,681) Accrued expenses and other current liabilities (318) Total purchase price $ 86,694 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The following table presents details of the identifiable assets acquired at the Acquisition Date (in thousands except estimated useful life): Carrying Amount Estimated Useful Life (Years) Developed Technology $ 19,100 5 Trade Name 500 5 Total $ 19,600 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table represents the changes to goodwill during the year ended December 31, 2021 (in thousands): Carrying Amount Balance as of December 31, 2020 $ 59,568 Addition from acquisition 58,503 Balance as of December 31, 2021 $ 118,071 |
Schedule of Finite-Lived Intangible Assets | The following tables present details of the Company’s intangible assets as of December 31, 2021 and December 31, 2020 (in thousands): As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Intangible assets with finite lives Developed Technology $ 62,059 $ (11,233) $ 50,826 Assembled Workforce 8,500 (708) 7,792 Trade Name 500 (25) 475 Total Intangible Assets $ 71,059 $ (11,966) $ 59,093 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Intangible assets with finite lives Developed Technology $ 42,959 $ (1,206) $ 41,753 Total Intangible Assets $ 42,959 $ (1,206) $ 41,753 |
Schedule of Expected Future Amortization Expenses Related to the Intangible Assets | The expected future amortization expenses related to the intangible assets as of December 31, 2021 were as follows (in thousands): 2022 $ 15,249 2023 15,249 2024 14,196 2025 11,786 2026 2,613 Thereafter — Total remaining amortization $ 59,093 |
Other Balance Sheet Components
Other Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Balance Sheet Components [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2021 2020 Prepaid Expenses $ 27,671 $ 17,606 Other current assets 4,420 8,668 Total prepaid expenses and other current assets $ 32,091 $ 26,274 |
Schedule of Property And Equipment, Net | Property and Equipment Estimated Useful Life Servers and related equipment 5 years Computer hardware and software 2 - 5 years Furniture and fixtures 2 years Leasehold improvements Shorter of 10 years or life of lease Property and equipment, net, consisted of the following (in thousands): As of December 31, 2021 2020 Servers and related equipment $ 361,227 $ 264,994 Computer hardware and software 16,154 3,498 Furniture and fixtures 179 162 Leasehold improvements 30,482 27,437 Construction in progress 16,837 294 Total property and equipment 424,879 296,385 Less accumulated depreciation and amortization (153,527) (89,970) Property and equipment—net $ 271,352 $ 206,415 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2021 2020 General accrued expenses $ 56,134 $ 41,699 Short term operating lease liabilities (1) 51,303 — Accrued interest 2030 Notes 6,781 — Taxes payable 43,286 19,119 Accrued compensation and other employee related liabilities 14,511 801 Other current liability 8,754 3,773 Total accrued liabilities and other current liabilities $ 180,769 $ 65,392 (1) Refer to Note 3, “Leases” to the Notes to Consolidated Financial Statements for more information. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands): As of December 31, 2021 2030 Notes Principal $ 1,000,000 Unamortized issuance costs 12,277 Net carrying amount $ 987,723 |
Schedule of Debt Instrument Redemption | Year Percentage 2024 101.938 % 2025 100.969 % 2026 and thereafter 100.000 % |
Schedule of Interest Expense | For the year ended December 31, 2021, the interest expense recognized in the consolidated statements of operations related to the 2030 Notes was as follows (in thousands): Year Ended December 31, 2021 Contractual interest expense $ 6,781 Amortization of debt issuance costs 216 Total interest expense $ 6,997 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Purchase Obligations | The non-cancellable contractual purchase obligations, primarily related to the Company’s data center hosting providers and software vendors, as of December 31, 2021, are as follows (in thousands): 2022 2023 2024 2025 2026 Thereafter Total Purchase Obligations $ 16,027 $ 17,846 $ 5,238 $ 854 $ 161 $ — $ 40,126 |
Schedule of 2030 Notes | The future interest and principal payments related to the 2030 Notes, as of December 31, 2021, are as follows (in thousands): 2022 2023 2024 2025 2026 Thereafter Total 2030 Notes, including interest $ 39,073 $ 38,750 $ 38,750 $ 38,750 $ 38,750 $ 1,135,625 $ 1,329,698 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Preferred Stock [Abstract] | |
Schedule of Convertible Preferred Stock Outstanding | The following table summarizes the convertible preferred stock outstanding immediately prior to the conversion into common stock, and the rights and preferences of the Company’s respective series preceding the Direct Listing in March 2021 (in thousands except per share data): Series Shares Per share Per share Aggregate Carrying Authorized Outstanding A 28,000 16,358 $ 0.02 $ 0.02 $ 327 $ 313 B 45,532 45,532 $ 0.03 $ 0.03 1,070 1,054 C 95,290 95,290 $ 0.03 $ 0.03 2,935 4,150 D 54,860 54,215 $ 0.04 $ 0.04 2,150 2,097 D-1 44,706 44,706 $ 0.09 $ 0.09 4,172 12,998 E 24,340 24,340 $ 1.03 $ 1.03 25,000 24,906 F 33,149 33,149 $ 4.53 $ 4.53 150,000 149,640 G 23,645 23,645 $ 6.34 $ 6.34 150,000 149,669 H 12,222 11,889 $ 45.00 $ 45.00 535,000 534,286 Total 361,744 349,124 $ 870,654 $ 879,113 The following table summarizes the convertible preferred stock outstanding prior to the conversion into common stock, and the rights and preferences of the Company’s respective series as of December 31, 2020 (in thousands except per share data): Series Per share Per share Aggregate Carrying Authorized Outstanding A 28,000 16,358 $ 0.02 $ 0.02 $ 327 $ 313 B 45,532 45,532 $ 0.03 $ 0.03 1,070 1,054 C 95,290 95,290 $ 0.03 $ 0.03 2,935 4,150 D 54,860 54,215 $ 0.04 $ 0.04 2,150 2,097 D-1 44,706 44,706 $ 0.09 $ 0.09 4,172 12,998 E 24,340 24,340 $ 1.03 $ 1.03 25,000 24,906 F 33,149 33,149 $ 4.53 $ 4.53 150,000 149,640 G 23,645 23,645 $ 6.34 $ 6.34 150,000 149,669 Total 349,522 337,235 $ 335,654 $ 344,827 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock Shares Available for Future Issuance | The Company had reserved shares of common stock for future issuance as follows (in thousands): As of December 31, 2021 2020 2019 Stock options outstanding 63,267 98,502 99,682 RSUs outstanding 14,684 3,061 30 PSUs outstanding 11,500 — — Shares available for issuance under Equity Incentive Plan 52,811 15,448 19,073 2020 ESPP 5,809 — — Stock warrants outstanding 324 324 1,833 Unregistered restricted stock awards outstanding 468 388 — Conversion of convertible preferred stock — 337,235 324,304 Total 148,863 454,958 444,922 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Tax, Domestic and Foreign | The components of loss before income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (472,141) $ (244,395) $ (70,734) Foreign (31,659) (19,952) (371) $ (503,800) $ (264,347) $ (71,105) |
Schedule of Components of Income Tax Provision (Benefit) | The provision (benefit) for income taxes consists of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current provision: Federal $ — $ — $ — State 678 10 9 Foreign — 25 — Total current provision 678 35 9 Deferred provision: Federal (878) (6,032) — State (120) (659) — Foreign — — — Total deferred provision (998) (6,691) — Provision (benefit) for income taxes $ (320) $ (6,656) $ 9 |
Schedule of Effective Income Tax Rate Reconciliation | The provision (benefit) for income taxes differs from the amount estimated by applying the statutory income (loss) before taxes as follows: Year Ended December 31, 2021 2020 2019 Federal tax (benefit) at statutory rate 21 % 21 % 21 % State tax (benefit) at statutory rate, net of federal benefit 2 1 2 Permanent differences 0 0 (4) Research and development credits 10 3 5 Change in valuation allowance (117) (21) (27) Stock-based compensation 84 0 0 Change in statutory rate 0 0 2 Foreign rate differential 0 (2) 0 Other 0 1 1 Provision (benefit) for income taxes 0 % 3 % 0 % |
Schedule of Deferred Tax Assets and Liabilities | The following table presents the significant components of the Company’s deferred tax assets for the periods presented (in thousands): December 31, 2021 2020 2019 Deferred tax assets: Accruals $ 11,466 $ 5,781 $ 2,620 Intangibles — — 156 Deferred revenue 107,221 35,026 19,948 Net operating loss carryforwards 505,668 76,509 37,525 Tax credit carryforwards 65,855 17,052 9,035 Stock-based compensation 35,368 3,891 2,731 Operating lease liability 56,897 — — Interest 1,556 — — Other 1,369 766 69 Total gross deferred tax asset 785,400 139,025 72,084 Less: valuation allowance (711,297) (122,328) (64,435) Net deferred tax assets 74,103 16,697 7,649 Deferred tax liabilities: Fixed Assets (13,889) (10,934) (7,649) Intangible Assets (9,060) (5,763) — Operating lease right-of-use asset (51,154) — — Total deferred tax liabilities (74,103) (16,697) (7,649) Net deferred tax assets (liabilities) $ 0 $ 0 $ 0 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): December 31, 2021 2020 2019 Unrecognized tax benefits at beginning of year $ 19,386 $ 10,121 $ 6,111 Increases related to current year tax positions 53,440 8,998 3,658 Increases related to prior year tax positions 93 481 351 Decreases related to prior year tax positions — (215) — Decreases related to expiration of prior year tax positions — — — Decreases related to settlements of prior year tax positions — — — Unrecognized tax benefits at end of year $ 72,919 $ 19,386 $ 10,121 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense included in the consolidated statements of operations was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Infrastructure and trust & safety $ 35,255 $ 7,396 $ 2,085 Research and development 219,851 39,402 9,695 General and administrative 72,929 25,939 3,347 Sales and marketing 13,907 6,421 2,507 Total stock-based compensation $ 341,942 $ 79,158 $ 17,634 |
Schedule of Valuation Assumptions | The assumptions used in the Black-Scholes pricing model for stock-based compensation for the periods below were as follows: Year Ended December 31, 2020 2019 Risk-free interest rate 0.5% -1.8% 1.5% -1.7% Expected volatility 35.4% - 39.8% 37.0% - 40.8% Dividend yield — — Expected terms (in years) 7 6 - 7 Fair value of common stock $4.61 - $21.06 $3.35 - $4.01 Year Ended December 31, 2021 Risk-free interest rate 0.06% - 0.25% Expected volatility 46.97% - 56.91% Dividend yield —% Expected terms (in years) 0.44 - 2.00 |
Schedule of Summarizes the Company's Stock Option Activity | The following table summarizes stock option activity under the Plan (in thousands except per share data and remaining contractual term): Options Outstanding Number of Weighted- Remaining Aggregate Intrinsic Value Balances as of December 31, 2018 83,395 $ 0.90 Granted 31,381 $ 3.38 Cancelled (6,199) $ 2.10 Exercised (8,895) $ 0.36 Balances as of December 31, 2019 99,682 $ 1.66 7.84 $ 174,497 Granted 23,269 $ 4.73 Cancelled (3,859) $ 2.39 Exercised (20,590) $ 0.74 Balances as of December 31, 2020 98,502 $ 2.55 7.76 $ 3,838,994 Granted — — Cancelled (1,862) $ 3.95 Exercised (33,373) $ 1.95 Balances as of December 31, 2021 63,267 $ 2.82 6.97 $ 6,348,395 Exercisable as of December 31, 2021 35,431 $ 1.86 6.19 $ 3,589,069 Vested and expected to vest at December 31, 2021 63,267 $ 2.82 6.97 $ 6,348,395 |
Schedule of Company's Restricted Stock Units and Unregistered Restricted Stock Awards Activity | The following table summarizes RSUs and unregistered restricted stock awards (“unregistered RSAs”) activity (in thousands except per share data): Restricted Stock Units Restricted Stock Awards Number of Weighted- Number of Weighted- Unvested as of December 31, 2019 30 $ 3.35 — — Granted 3,061 $ 31.55 388 $ 37.75 Vested (30) $ 3.35 — — Unvested as of December 31, 2020 3,061 $ 31.55 388 $ 37.75 Granted 13,382 $ 78.92 209 $ 81.67 Vested (1,376) $ 38.46 (129) $ 37.75 Cancelled (383) $ 52.78 — — Unvested as of December 31, 2021 14,684 $ 68.03 468 $ 57.37 |
Disclosure of Founder CEO Long Term Performance Award | The CEO Long-Term Performance Award is divided into seven tranches that are eligible to vest based on the achievement of stock price goals, each a Company Stock Price Hurdle, measured based on an average of our stock price over a consecutive 90-day trading period applicable to the performance period as set forth below. Company Stock Number of RSUs Performance 1 $ 165.00 750,000 2 years 2 $ 200.00 750,000 3 years 3 $ 235.00 2,000,000 4 years 4 $ 270.00 2,000,000 5 years 5 $ 305.00 2,000,000 5 years 6 $ 340.00 2,000,000 5 years 7 $ 375.00 2,000,000 5 years |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Basic and diluted net loss per share Numerator Consolidated net loss $ (503,480) $ (257,691) $ (71,114) Less: net loss attributable to the noncontrolling interest (11,829) (4,437) (146) Net loss attributable to common stockholders $ (491,651) $ (253,254) $ (70,968) Denominator Weighted-average common shares used in per share computation, based and diluted 505,858 182,108 163,051 Net loss per share, basic and diluted $ (0.97) $ (1.39) $ (0.44) |
Schedule of Antidilutive Securities | The potential shares of common stock that were excluded from the computation of diluted net loss per share for the period presented because including them would have been anti-dilutive are as follows (in thousands): As of December 31, 2021 2020 2019 Stock options outstanding 63,267 98,502 99,682 RSUs outstanding 14,684 3,061 30 2020 ESPP 523 — — Stock warrants outstanding 324 324 1,833 Unregistered restricted stock awards outstanding 468 388 — Convertible Preferred Stock outstanding — 337,235 324,304 Total 79,266 439,510 425,849 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Long-lived Assets by Geographic Areas | Long-lived assets, comprising property and equipment, net, by geographic area were as follows (in thousands): Year Ended December 31, 2021 2020 United States $ 239,889 $ 179,870 Rest of world 31,463 26,545 Total $ 271,352 $ 206,415 |
Overview and Summary of Signi_4
Overview and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | Jan. 31, 2020 | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)segmentunit | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Disaggregation of Revenue [Line Items] | |||||
General and administrative | $ 303,020 | $ 97,341 | $ 41,945 | ||
Stock split, conversion ratio | 2 | ||||
Average lifetime of a paying user | 23 months | ||||
Number of operating segments | segment | 1 | ||||
Number of reporting units | unit | 1 | ||||
Operating lease, renewal term (up to) | 5 years | ||||
Direct Listing Of Class A Common Stock | |||||
Disaggregation of Revenue [Line Items] | |||||
General and administrative | $ 50,700 | ||||
Minimum | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating lease term | 1 year | ||||
Maximum | |||||
Disaggregation of Revenue [Line Items] | |||||
Intangible asset, useful life (up to) | 5 years | ||||
Operating lease term | 10 years | ||||
Customer Concentration Risk | Two Distribution Channels | Accounts Receivable | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of revenue | 54.00% | 50.00% | 56.00% | ||
Customer Concentration Risk | One Distribution Channel | Accounts Receivable | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of revenue | 19.00% | 25.00% | 28.00% | ||
Customer Concentration Risk | One Distribution Channel | Revenue Benchmark | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of revenue | 35.00% | 35.00% | 30.00% | ||
Customer Concentration Risk | Second Distribution Channel | Accounts Receivable | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of revenue | 35.00% | 25.00% | 28.00% | ||
Customer Concentration Risk | Second Distribution Channel | Revenue Benchmark | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of revenue | 19.00% | 19.00% | 18.00% |
Overview and Summary of Signi_5
Overview and Summary of Significant Accounting Policies - Schedule of Property Plant and Equipment, Useful Life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Servers and related equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Minimum | Computer hardware and software | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Maximum | Computer hardware and software | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Schedule of Revenue Disaggregated by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,919,181 | $ 923,885 | $ 508,393 |
Revenue Benchmark | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,919,181 | $ 923,885 | $ 508,393 |
Revenue Benchmark | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue | 100.00% | 100.00% | 100.00% |
Revenue Benchmark | United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,298,938 | $ 638,354 | $ 364,114 |
Revenue Benchmark | United States | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue | 68.00% | 69.00% | 72.00% |
Revenue Benchmark | Europe | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 357,656 | $ 168,303 | $ 83,271 |
Revenue Benchmark | Europe | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue | 19.00% | 18.00% | 16.00% |
Revenue Benchmark | Asia-Pacific, including Australia and New Zealand | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 145,464 | $ 70,530 | $ 37,677 |
Revenue Benchmark | Asia-Pacific, including Australia and New Zealand | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue | 7.00% | 8.00% | 7.00% |
Revenue Benchmark | Rest of world | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 117,123 | $ 46,698 | $ 23,331 |
Revenue Benchmark | Rest of world | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue | 6.00% | 5.00% | 5.00% |
Revenue Benchmark | U.S | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue | 63.00% | 65.00% | 67.00% |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Payment remittance term (within) | 30 days | ||
Deferred revenue, revenue recognized | $ 1,070,100 | ||
Deferred revenue—current portion | $ 1,758,022 | $ 1,070,230 | |
Revenue Benchmark | Consumable virtual items | Product Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue | 11.00% | 13.00% | 13.00% |
Revenue Benchmark | Durable virtual items | Product Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue | 89.00% | 87.00% | 87.00% |
Leases - Schedule of Company's
Leases - Schedule of Company's Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Assets [Abstract] | |||
Operating lease right-of-use assets | $ 221,285 | $ 0 | |
Prepaid expenses and other current assets | 32,091 | 26,274 | |
Total | 26,274 | ||
Liabilities [Abstract] | |||
Accrued expenses and other current liabilities | 180,769 | 65,392 | |
Other long-term liabilities | 22,109 | ||
Operating lease liabilities—short-term | 51,303 | 0 | |
Operating lease liabilities—long-term | $ 194,616 | 0 | |
Total | 87,501 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
Assets [Abstract] | |||
Operating lease right-of-use assets | 195,944 | ||
Prepaid expenses and other current assets | (8,106) | ||
Total | 187,838 | ||
Liabilities [Abstract] | |||
Accrued expenses and other current liabilities | (1,704) | ||
Other long-term liabilities | (21,983) | ||
Operating lease liabilities—short-term | 32,162 | ||
Operating lease liabilities—long-term | 179,363 | ||
Total | $ 187,838 | ||
Cumulative Effect, Period of Adoption, Adjusted Balance | |||
Assets [Abstract] | |||
Operating lease right-of-use assets | $ 195,944 | ||
Prepaid expenses and other current assets | 18,168 | ||
Total | 214,112 | ||
Liabilities [Abstract] | |||
Accrued expenses and other current liabilities | 63,688 | ||
Other long-term liabilities | 126 | ||
Operating lease liabilities—short-term | 32,162 | ||
Operating lease liabilities—long-term | 179,363 | ||
Total | $ 275,339 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($)ft² | |
Operating lease expense | $ 53,400 | ||
Operating lease liabilities current | $ 51,303 | $ 0 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | ||
Operating lease liabilities | $ 194,616 | 0 | |
Total lease payments | 278,467 | ||
Rent expense | $ 42,900 | ||
Operating Lease, Lease Not Yet Commenced | |||
Operating lease, lease not yet commenced, liability to be paid | $ 132,000 | ||
Headquarter Office Lease | |||
Operating lease term | 9 years | ||
Total lease payments | $ 90,000 | ||
Additional leased space | ft² | 123,000 | ||
Minimum | |||
Operating lease term | 1 year | ||
Minimum | Operating Lease, Lease Not Yet Commenced | |||
Operating lease term | 3 years | ||
Maximum | |||
Operating lease term | 10 years | ||
Maximum | Operating Lease, Lease Not Yet Commenced | |||
Operating lease term | 9 years |
Leases - Schedule of Non-cancel
Leases - Schedule of Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 59,907 |
2023 | 54,694 |
2024 | 45,598 |
2025 | 37,413 |
2026 | 27,556 |
Thereafter | 53,299 |
Total lease payments | 278,467 |
Less: interest | 32,548 |
Present value of lease liabilities | $ 245,919 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Weighted average remaining lease term | 5 years 9 months 14 days |
Weighted average discount rate | 4.00% |
Cash paid for amounts included in the measurement of lease liabilities(1) | $ 52,942 |
Lease liabilities arising from obtaining new ROU assets | 70,068 |
Leasehold incentives received | $ 9,100 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 51,397 |
2022 | 54,477 |
2023 | 47,915 |
2024 | 38,970 |
2025 | 32,223 |
Thereafter | 55,882 |
Total lease payments | $ 280,864 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets, Related to Our Financial Instruments, Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Money Market funds classified as cash equivalents | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial asset, fair value disclosure | $ 2,853,055 | $ 310,392 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Fair Value, Inputs, Level 2 - Long-term Debt | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial liabilities, fair value disclosure | $ 1,016,200,000 |
Debt instrument, trading price | $ 101.62 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | Aug. 16, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 11, 2020USD ($)shares | Nov. 30, 2020USD ($)shares | Dec. 31, 2021USD ($)acquisition |
Series of Individually Immaterial Asset Acquisitions | |||||
Business Combination and Asset Acquisition [Line Items] | |||||
Asset acquisition, number of asset acquisitions | acquisition | 2 | ||||
Asset acquisition, consideration | $ 8,500 | ||||
Assembled Workforce | Series of Individually Immaterial Asset Acquisitions | |||||
Business Combination and Asset Acquisition [Line Items] | |||||
Finite lived intangible assets acquired weighted remaining useful lives | 3 years | ||||
Finite lived intangible assets acquired | $ 8,500 | ||||
Guilded | |||||
Business Combination and Asset Acquisition [Line Items] | |||||
Business combination total consideration transferred value | $ 77,559 | ||||
Payment of cash to acquire business | 46,285 | ||||
Business combination unrecognized share based combination acquiree | $ 8,500 | ||||
Business combination unrecognized share based combination acquiree period of recognition | 3 years | ||||
Guilded | Developed Technology | |||||
Business Combination and Asset Acquisition [Line Items] | |||||
Finite lived intangible assets acquired weighted remaining useful lives | 5 years | ||||
Guilded | Common Class A | |||||
Business Combination and Asset Acquisition [Line Items] | |||||
Business combination equity issued (in shares) | shares | 500,000 | ||||
Business combination fair value of equity issued or issuable | $ 31,300 | ||||
Loomai | |||||
Business Combination and Asset Acquisition [Line Items] | |||||
Business combination total consideration transferred value | $ 86,694 | ||||
Payment of cash to acquire business | 45,998 | ||||
Business combination transaction costs expensed | 800 | ||||
Business combination unrecognized share based combination acquiree | $ 9,200 | ||||
Business combination unrecognized share based combination acquiree period of recognition | 3 years | ||||
Business combination goodwill deductible for tax purposes | $ 6,700 | ||||
Loomai | Developed Technology | |||||
Business Combination and Asset Acquisition [Line Items] | |||||
Finite lived intangible assets acquired weighted remaining useful lives | 5 years | ||||
Finite lived intangible assets acquired | $ 29,000 | ||||
Loomai | Common Class A | |||||
Business Combination and Asset Acquisition [Line Items] | |||||
Business combination equity issued (in shares) | shares | 1,300,000 | ||||
Business combination fair value of equity issued or issuable | $ 40,700 | ||||
Imbellus | |||||
Business Combination and Asset Acquisition [Line Items] | |||||
Payment of cash to acquire business | $ 8,800 | ||||
Business combination equity issued (in shares) | shares | 80,000 | ||||
Business combination fair value of equity issued or issuable | $ 2,900 | ||||
Imbellus | Developed Technology | |||||
Business Combination and Asset Acquisition [Line Items] | |||||
Finite lived intangible assets acquired weighted remaining useful lives | 5 years | ||||
Finite lived intangible assets acquired | $ 11,700 |
Acquisitions - Schedule of Aggr
Acquisitions - Schedule of Aggregate Purchase Consideration (Details) - USD ($) $ in Thousands | Aug. 16, 2021 | Dec. 11, 2020 |
Guilded | ||
Business Acquisition [Line Items] | ||
Cash paid | $ 46,285 | |
Total purchase price | 77,559 | |
Guilded | Stock Issued for Acquisition | ||
Business Acquisition [Line Items] | ||
Common stock issued | 22,744 | |
Guilded | Stock Issued for Award Replacement | ||
Business Acquisition [Line Items] | ||
Common stock issued | $ 8,530 | |
Loomai | ||
Business Acquisition [Line Items] | ||
Cash paid | $ 45,998 | |
Total purchase price | 86,694 | |
Loomai | Stock Issued for Acquisition | ||
Business Acquisition [Line Items] | ||
Common stock issued | 35,203 | |
Loomai | Stock Issued for Award Replacement | ||
Business Acquisition [Line Items] | ||
Common stock issued | $ 5,493 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 16, 2021 | Dec. 31, 2020 | Dec. 11, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 118,071 | $ 59,568 | ||
Guilded | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 593 | |||
Goodwill | 58,503 | |||
Identified intangible asset | 19,600 | |||
Deferred tax liabilities | (999) | |||
Accrued expenses and other current liabilities | (138) | |||
Total purchase price | $ 77,559 | |||
Loomai | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 5,080 | |||
Goodwill | 59,568 | |||
Prepaid expenses and other current assets | 45 | |||
Identified intangible asset | 29,000 | |||
Deferred tax liabilities | (6,681) | |||
Accrued expenses and other current liabilities | (318) | |||
Total purchase price | $ 86,694 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquired Finite-Lived Intangible Assets by Major Class (Details) - Guilded $ in Thousands | Aug. 16, 2021USD ($) |
Business Acquisition [Line Items] | |
Identified intangible asset | $ 19,600 |
Developed Technology | |
Business Acquisition [Line Items] | |
Identified intangible asset | $ 19,100 |
Estimated Useful Life (Years) | 5 years |
Trade Name | |
Business Acquisition [Line Items] | |
Identified intangible asset | $ 500 |
Estimated Useful Life (Years) | 5 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 59,568 | |
Addition from acquisition | 58,503 | $ 0 |
Ending balance | $ 118,071 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 58,503 | $ 0 | |
Indefinite-lived intangible assets | 600 | $ 600 | |
Amortization expense | $ 10,800 | $ 1,100 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 71,059 | $ 42,959 |
Accumulated Amortization | (11,966) | (1,206) |
Total remaining amortization | 59,093 | 41,753 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 62,059 | 42,959 |
Accumulated Amortization | (11,233) | (1,206) |
Total remaining amortization | 50,826 | $ 41,753 |
Assembled Workforce | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,500 | |
Accumulated Amortization | (708) | |
Total remaining amortization | 7,792 | |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 500 | |
Accumulated Amortization | (25) | |
Total remaining amortization | $ 475 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule Of Expected Future Amortization Expenses Related To The Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 15,249 | |
2023 | 15,249 | |
2024 | 14,196 | |
2025 | 11,786 | |
2026 | 2,613 | |
Thereafter | 0 | |
Total remaining amortization | $ 59,093 | $ 41,753 |
Other Balance Sheet Component_2
Other Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Balance Sheet Components [Abstract] | ||
Prepaid Expenses | $ 27,671 | $ 17,606 |
Other current assets | 4,420 | 8,668 |
Total prepaid expenses and other current assets | $ 32,091 | $ 26,274 |
Other Balance Sheet Component_3
Other Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 424,879 | $ 296,385 |
Less accumulated depreciation and amortization | (153,527) | (89,970) |
Property and equipment—net | 271,352 | 206,415 |
Servers and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 361,227 | 264,994 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 16,154 | 3,498 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 179 | 162 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 30,482 | 27,437 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 16,837 | $ 294 |
Other Balance Sheet Component_4
Other Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Balance Sheet Components [Abstract] | |||
Depreciation expense | $ 64,900 | $ 42,700 | $ 27,600 |
Deferred rent | $ 0 | $ 21,900 |
Other Balance Sheet Component_5
Other Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Balance Sheet Components [Abstract] | ||
General accrued expenses | $ 56,134 | $ 41,699 |
Short term operating lease liabilities | 51,303 | 0 |
Accrued interest 2030 Notes | 6,781 | 0 |
Taxes payable | 43,286 | 19,119 |
Accrued compensation and other employee related liabilities | 14,511 | 801 |
Other current liability | 8,754 | 3,773 |
Total accrued expenses and other current liabilities | $ 180,769 | $ 65,392 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 29, 2021 |
Debt Instrument [Line Items] | ||
Net carrying amount | $ 1,329,698 | |
Unsecured Debt | 2030 Notes | ||
Debt Instrument [Line Items] | ||
Principal | 1,000,000 | |
Unamortized issuance costs | 12,277 | $ 12,500 |
Net carrying amount | $ 987,723 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Oct. 29, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Dec. 31, 2021 | Feb. 28, 2019 |
2030 Notes | Unsecured Debt | |||||
Short-term Debt [Line Items] | |||||
Long-term debt, principal | $ 1,000,000,000 | ||||
Stated interest rate | 3.875% | ||||
Proceeds from debt, net of issuance costs | $ 987,500,000 | ||||
Unamortized issuance costs | $ 12,500,000 | $ 12,277,000 | |||
Effective interest rate | 4.05% | ||||
2030 Notes | Unsecured Debt | Redemption Period, at Any Time Prior to November 1, 2024 | |||||
Short-term Debt [Line Items] | |||||
Percentage of principal amount of debt redeemed (up to) | 40.00% | ||||
Debt instrument, redemption price, percentage | 103.875% | ||||
Debt instrument, redemption terms, threshold percentage of principal amount outstanding | 50.00% | ||||
Debt instrument, redemption terms, period | 180 days | ||||
2030 Notes | Unsecured Debt | Redemption Period, at Any Time Prior to November 1, 2024 | |||||
Short-term Debt [Line Items] | |||||
Debt instrument, redemption price, percentage | 100.00% | ||||
2030 Notes | Unsecured Debt | Redemption Period, in Connection with Tender Offer | |||||
Short-term Debt [Line Items] | |||||
Debt instrument, redemption terms, percentage of outstanding debt hold by lender (no less than) | 90.00% | ||||
Debt Instrument, redemption terms, period following purchase date (not more than) | 30 days | ||||
2030 Notes | Unsecured Debt | Redemption Period, in Connection with Tender Offer | Minimum | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, redemption terms, prior notice period | 10 days | ||||
2030 Notes | Unsecured Debt | Redemption Period, in Connection with Tender Offer | Maximum | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, redemption terms, prior notice period | 60 days | ||||
2030 Notes | Unsecured Debt | Redemption Period, Certain Circumstances Involving Change of Control Event | |||||
Short-term Debt [Line Items] | |||||
Debt instrument, redemption price, percentage | 101.00% | ||||
Revolving Credit Facility | |||||
Short-term Debt [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | ||||
Interest rate | 1.50% | ||||
Debt Instrument renewal term | 1 year | ||||
Line of credit facility, covenant terms, minimum liquidity | $ 50,000,000 | ||||
Termination of line of credit facility | $ 50,000,000 | ||||
Long-term line of credit | $ 0 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instrument Redemption (Details) - 2030 Notes - Unsecured Debt | Oct. 29, 2021 |
2024 | |
Debt Instrument [Line Items] | |
Debt instrument, redemption price, percentage | 101.938% |
2025 | |
Debt Instrument [Line Items] | |
Debt instrument, redemption price, percentage | 100.969% |
2026 and thereafter | |
Debt Instrument [Line Items] | |
Debt instrument, redemption price, percentage | 100.00% |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Total interest expense | $ 6,998 | $ 0 | $ 0 |
2030 Notes | Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 6,781 | ||
Amortization of debt issuance costs | 216 | ||
Total interest expense | $ 6,997 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding, amount | $ 9.9 | $ 9.9 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Purchase Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 16,027 |
2023 | 17,846 |
2024 | 5,238 |
2025 | 854 |
2026 | 161 |
Thereafter | 0 |
Total | $ 40,126 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of 2030 Notes (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 39,073 |
2023 | 38,750 |
2024 | 38,750 |
2025 | 38,750 |
2026 | 38,750 |
Thereafter | 1,135,625 |
Net carrying amount | $ 1,329,698 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Dec. 31, 2021 | Mar. 09, 2021 | Nov. 30, 2020 | |
Series H Convertible Preferred Stock | ||||
Convertible Preferred Stock [Line Items] | ||||
Temporary equity shares issued during the period shares (in shares) | 11,888,886 | |||
Temporary equity issue price (in dollars per share) | $ 45 | $ 45 | ||
Proceeds from issuance of redeemable convertible preferred stock | $ 534.3 | |||
Common Class A | Before Direct Listing | ||||
Convertible Preferred Stock [Line Items] | ||||
Conversion of temporary equity into permanent equity shares (in shares) | 349,123,976 | |||
Common Class A | Affiliated Entity | ||||
Convertible Preferred Stock [Line Items] | ||||
Conversion of common stock from one class into another class (in shares) | 57,300,000 | |||
Common Class B | Affiliated Entity | ||||
Convertible Preferred Stock [Line Items] | ||||
Conversion of common stock from one class into another class (in shares) | 57,300,000 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Convertible Preferred Stock Outstanding (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible Preferred Stock [Line Items] | |||
Shares authorized (in shares) | 361,744 | 349,522 | |
Shares outstanding (in shares) | 349,124 | 337,235 | |
Aggregate Liquidation Preference | $ 870,654 | $ 335,654 | |
Carrying Value of Preferred | $ 879,113 | $ 344,827 | |
A | |||
Convertible Preferred Stock [Line Items] | |||
Shares authorized (in shares) | 28,000 | 28,000 | |
Shares outstanding (in shares) | 16,358 | 16,358 | |
Per share price at issuance (in dollars per share) | $ 0.02 | $ 0.02 | |
Per share conversion price (in dollars per share) | $ 0.02 | $ 0.02 | |
Aggregate Liquidation Preference | $ 327 | $ 327 | |
Carrying Value of Preferred | $ 313 | $ 313 | |
B | |||
Convertible Preferred Stock [Line Items] | |||
Shares authorized (in shares) | 45,532 | 45,532 | |
Shares outstanding (in shares) | 45,532 | 45,532 | |
Per share price at issuance (in dollars per share) | $ 0.03 | $ 0.03 | |
Per share conversion price (in dollars per share) | $ 0.03 | $ 0.03 | |
Aggregate Liquidation Preference | $ 1,070 | $ 1,070 | |
Carrying Value of Preferred | $ 1,054 | $ 1,054 | |
C | |||
Convertible Preferred Stock [Line Items] | |||
Shares authorized (in shares) | 95,290 | 95,290 | |
Shares outstanding (in shares) | 95,290 | 95,290 | |
Per share price at issuance (in dollars per share) | $ 0.03 | $ 0.03 | |
Per share conversion price (in dollars per share) | $ 0.03 | $ 0.03 | |
Aggregate Liquidation Preference | $ 2,935 | $ 2,935 | |
Carrying Value of Preferred | $ 4,150 | $ 4,150 | |
D | |||
Convertible Preferred Stock [Line Items] | |||
Shares authorized (in shares) | 54,860 | 54,860 | |
Shares outstanding (in shares) | 54,215 | 54,215 | |
Per share price at issuance (in dollars per share) | $ 0.04 | $ 0.04 | |
Per share conversion price (in dollars per share) | $ 0.04 | $ 0.04 | |
Aggregate Liquidation Preference | $ 2,150 | $ 2,150 | |
Carrying Value of Preferred | $ 2,097 | $ 2,097 | |
D-1 | |||
Convertible Preferred Stock [Line Items] | |||
Shares authorized (in shares) | 44,706 | 44,706 | |
Shares outstanding (in shares) | 44,706 | 44,706 | |
Per share price at issuance (in dollars per share) | $ 0.09 | $ 0.09 | |
Per share conversion price (in dollars per share) | $ 0.09 | $ 0.09 | |
Aggregate Liquidation Preference | $ 4,172 | $ 4,172 | |
Carrying Value of Preferred | $ 12,998 | $ 12,998 | |
E | |||
Convertible Preferred Stock [Line Items] | |||
Shares authorized (in shares) | 24,340 | 24,340 | |
Shares outstanding (in shares) | 24,340 | 24,340 | |
Per share price at issuance (in dollars per share) | $ 1.03 | $ 1.03 | |
Per share conversion price (in dollars per share) | $ 1.03 | $ 1.03 | |
Aggregate Liquidation Preference | $ 25,000 | $ 25,000 | |
Carrying Value of Preferred | $ 24,906 | $ 24,906 | |
F | |||
Convertible Preferred Stock [Line Items] | |||
Shares authorized (in shares) | 33,149 | 33,149 | |
Shares outstanding (in shares) | 33,149 | 33,149 | |
Per share price at issuance (in dollars per share) | $ 4.53 | $ 4.53 | |
Per share conversion price (in dollars per share) | $ 4.53 | $ 4.53 | |
Aggregate Liquidation Preference | $ 150,000 | $ 150,000 | |
Carrying Value of Preferred | $ 149,640 | $ 149,640 | |
G | |||
Convertible Preferred Stock [Line Items] | |||
Shares authorized (in shares) | 23,645 | 23,645 | |
Shares outstanding (in shares) | 23,645 | 23,645 | |
Per share price at issuance (in dollars per share) | $ 6.34 | $ 6.34 | |
Per share conversion price (in dollars per share) | $ 6.34 | $ 6.34 | |
Aggregate Liquidation Preference | $ 150,000 | $ 150,000 | |
Carrying Value of Preferred | $ 149,669 | $ 149,669 | |
H | |||
Convertible Preferred Stock [Line Items] | |||
Shares authorized (in shares) | 12,222 | ||
Shares outstanding (in shares) | 11,889 | ||
Per share price at issuance (in dollars per share) | $ 45 | $ 45 | |
Per share conversion price (in dollars per share) | $ 45 | ||
Aggregate Liquidation Preference | $ 535,000 | ||
Carrying Value of Preferred | $ 534,286 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Details) shares in Thousands | 12 Months Ended | |
Dec. 31, 2021vote$ / sharesshares | Dec. 31, 2020shares | |
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 361,744 | 349,522 |
Common stock, shares authorized (in shares) | 5,000,000 | 740,000 |
Common stock, conversion ratio | 1 | |
Common Class A | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 4,935,000 | 675,000 |
Common Class A | Certificate Of Incorporation Restated | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 4,935,000 | |
Common stock, voting rights per share | vote | 1 | |
Common Class B | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 65,000 | 65,000 |
Term of conversion, threshold percentage of common stock outstanding | 67.00% | |
Maximum percentage of stock outstanding of a particular class before which shares of another class are converted into this class | 30.00% | |
Common Class B | Certificate Of Incorporation Restated | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 65,000 | |
Common stock, voting rights per share | vote | 20 | |
Common Class B | David Baszucki Founder | ||
Class of Stock [Line Items] | ||
Number of Class B common stock converted into Class A common stock (in shares) | 6,000 | |
Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 100,000 | |
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of Future Issuance (Details) - shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Common stock shares reserved for future issuance (in shares) | 148,863 | 454,958 | 444,922 |
Convertible Preferred Stock outstanding | |||
Class of Stock [Line Items] | |||
Common stock shares reserved for future issuance (in shares) | 0 | 337,235 | 324,304 |
Stock options outstanding | |||
Class of Stock [Line Items] | |||
Common stock shares reserved for future issuance (in shares) | 63,267 | 98,502 | 99,682 |
RSUs outstanding | |||
Class of Stock [Line Items] | |||
Common stock shares reserved for future issuance (in shares) | 14,684 | 3,061 | 30 |
PSUs outstanding | |||
Class of Stock [Line Items] | |||
Common stock shares reserved for future issuance (in shares) | 11,500 | 0 | 0 |
Shares available for issuance under Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Common stock shares reserved for future issuance (in shares) | 52,811 | 15,448 | 19,073 |
2020 ESPP | |||
Class of Stock [Line Items] | |||
Common stock shares reserved for future issuance (in shares) | 5,809 | 0 | 0 |
Stock warrants outstanding | |||
Class of Stock [Line Items] | |||
Common stock shares reserved for future issuance (in shares) | 324 | 324 | 1,833 |
Unregistered restricted stock awards outstanding | |||
Class of Stock [Line Items] | |||
Common stock shares reserved for future issuance (in shares) | 468 | 388 | 0 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, employer contribution amount | $ 3.1 | $ 5.1 | $ 9.3 |
First Three Percent Contribution | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, employer matching contribution, percent of match | 100.00% | ||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3.00% | ||
Next Two Percent Contribution | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, employer matching contribution, percent of match | 50.00% | ||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 2.00% |
Joint Venture - Additional Info
Joint Venture - Additional Information (Details) - Roblox China Holding Corp $ in Millions | Feb. 28, 2019USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment ownership percentage | 51.00% |
Songhua River Investment Limited | |
Schedule of Equity Method Investments [Line Items] | |
Contribution by non controlling interest to the joint venture | $ 50 |
Minority interest percentage in joint venture | 49.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (472,141) | $ (244,395) | $ (70,734) |
Foreign | (31,659) | (19,952) | (371) |
Loss before income taxes | $ (503,800) | $ (264,347) | $ (71,105) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current provision: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 678 | 10 | 9 |
Foreign | 0 | 25 | 0 |
Total current provision | 678 | 35 | 9 |
Deferred provision: | |||
Federal | (878) | (6,032) | 0 |
State | (120) | (659) | 0 |
Foreign | 0 | 0 | 0 |
Total deferred provision | (998) | (6,691) | 0 |
Provision (benefit) for income taxes | $ (320) | $ (6,656) | $ 9 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal tax (benefit) at statutory rate | 21.00% | 21.00% | 21.00% |
State tax (benefit) at statutory rate, net of federal benefit | 2.00% | 1.00% | 2.00% |
Permanent differences | 0 | 0 | (0.04) |
Research and development credits | 10.00% | 3.00% | 5.00% |
Change in valuation allowance | (117.00%) | (21.00%) | (27.00%) |
Stock-based compensation | 84.00% | 0.00% | 0.00% |
Change in statutory rate | 0.00% | 0.00% | 2.00% |
Foreign rate differential | 0.00% | (2.00%) | 0.00% |
Other | 0.00% | 1.00% | 1.00% |
Provision (benefit) for income taxes | 0.00% | 3.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Accruals | $ 11,466 | $ 5,781 | $ 2,620 |
Intangibles | 0 | 0 | 156 |
Deferred revenue | 107,221 | 35,026 | 19,948 |
Net operating loss carryforwards | 505,668 | 76,509 | 37,525 |
Tax credit carryforwards | 65,855 | 17,052 | 9,035 |
Stock-based compensation | 35,368 | 3,891 | 2,731 |
Operating lease liability | 56,897 | 0 | 0 |
Interest | 1,556 | 0 | 0 |
Other | 1,369 | 766 | 69 |
Total gross deferred tax asset | 785,400 | 139,025 | 72,084 |
Less: valuation allowance | (711,297) | (122,328) | (64,435) |
Net deferred tax assets | 74,103 | 16,697 | 7,649 |
Deferred tax liabilities: | |||
Fixed Assets | (13,889) | (10,934) | (7,649) |
Intangible Assets | (9,060) | (5,763) | 0 |
Operating lease right-of-use asset | (51,154) | 0 | 0 |
Total deferred tax liabilities | (74,103) | (16,697) | (7,649) |
Net deferred tax assets (liabilities) | 0 | 0 | 0 |
Net deferred tax assets (liabilities) | $ 0 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Valuation allowance, period increase (decrease) | $ 589,000 | $ 57,900 | $ 18,200 | |
Unrecognized tax benefits | 72,919 | 19,386 | 10,121 | $ 6,111 |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | 0 | |
Significant change in unrecognized tax benefits is reasonably possible, amount of unrecorded benefit | 0 | $ 0 | $ 0 | |
Domestic Tax Authority | Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 2,120,800 | |||
Domestic Tax Authority | Federal | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Research and development tax credit | 84,700 | |||
Domestic Tax Authority | Federal | Operating Loss Carryforwards, Not Subject to Expiration | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 2,035,200 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 840,100 | |||
State and Local Jurisdiction | California Franchise Tax Board | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Research and development tax credit | 60,400 | |||
Foreign Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 49,600 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits at beginning of year | $ 19,386 | $ 10,121 | $ 6,111 |
Increases related to current year tax positions | 53,440 | 8,998 | 3,658 |
Increases related to prior year tax positions | 93 | 481 | 351 |
Decreases related to prior year tax positions | 0 | (215) | 0 |
Decreases related to expiration of prior year tax positions | 0 | 0 | 0 |
Decreases related to settlements of prior year tax positions | 0 | 0 | 0 |
Unrecognized tax benefits at end of year | $ 72,919 | $ 19,386 | $ 10,121 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | Feb. 28, 2021USD ($)$ / shares | Feb. 28, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)tranche$ / sharesshares | Dec. 31, 2021USD ($)tranche$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2017 | Dec. 31, 2014 | Mar. 31, 2020shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock shares reserved for future issuance (in shares) | shares | 148,863,000 | 148,863,000 | 454,958,000 | 444,922,000 | ||||||
Share based payment arrangement, unvested award options, cost not yet recognized, amount | $ | $ 161,400 | $ 161,400 | ||||||||
Share based compensation by share based payment arrangement options granted (in shares) | shares | 0 | 23,269,000 | 31,381,000 | |||||||
Grant date fair value (in dollars per share) | $ / shares | $ 9.35 | $ 1.70 | ||||||||
Share-based compensation arrangement options, exercises in period, intrinsic value | $ | $ 2,548,300 | $ 189,500 | $ 26,800 | |||||||
Share-based compensation, options vested in period, fair value | $ | 79,900 | 29,800 | 17,100 | |||||||
Stock-based compensation | $ | 341,942 | 79,158 | $ 17,634 | |||||||
Tender Offer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ | $ 35,200 | |||||||||
Tender Offer | Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares offered by existing shareholders to buy shares from employees and former employees (in shares) | shares | 31,100,000 | |||||||||
Tender Offer | Series G Redeemable Convertible Preferred Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares offered by existing shareholders to buy shares from employees and former employees (in shares) | shares | 24,000,000 | |||||||||
2020 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options to be granted price as a percentage of fair value | 110.00% | |||||||||
Percentage of voting stock eligible for options | 10.00% | |||||||||
2020 Equity Incentive Plan | Common Class A | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock shares reserved for future issuance (in shares) | shares | 60,000,000 | |||||||||
Employee Stock Purchase Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ | $ 9,900 | |||||||||
Employee Stock Purchase Plan | Common Class A | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options to be granted price as a percentage of fair value | 85.00% | |||||||||
Common stock shares reserved for future issuance (in shares) | shares | 6,000,000 | |||||||||
Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock shares reserved for future issuance (in shares) | shares | 63,267,000 | 63,267,000 | 98,502,000 | 99,682,000 | ||||||
Share based payment arrangement, unvested award, period for recognition | 2 years 6 months | |||||||||
Options | 2014 Incentive Stock Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation by share based payment arrangement number of shares available for issuance (in shares) | shares | 0 | 0 | ||||||||
Options | 2017 Amended and Restated Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of voting stock eligible for options | 10.00% | |||||||||
Share based compensation by share based payment arrangement number of shares available for issuance (in shares) | shares | 0 | 0 | ||||||||
Restricted Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock shares reserved for future issuance (in shares) | shares | 14,684,000 | 14,684,000 | 3,061,000 | 30,000 | ||||||
Unrecognized compensation, equity instruments other than options | $ | $ 913,700 | $ 913,700 | ||||||||
Service period | 4 years | 3 years 4 months 24 days | ||||||||
Stock-based compensation | $ | $ 21,300 | |||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 68.03 | $ 68.03 | $ 31.55 | $ 3.35 | ||||||
Restricted Stock Units | Founder and CEO Long Term Performance Award | Founder CEO | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation, equity instruments other than options | $ | $ 232,200 | $ 232,200 | $ 190,100 | $ 190,100 | ||||||
Stock-based compensation | $ | $ 42,000 | |||||||||
Number of RSUs Eligible to Vest (in shares) | shares | 11,500,000 | |||||||||
Share-based compensation arrangement by share-based payment award, beginning of award performance period, period after effective date | 2 years | |||||||||
Share-based compensation arrangement by share-based payment award, number of tranches | tranche | 7 | 7 | ||||||||
Number of consecutive trading days for the stock hurdle price to be achieved | 90 days | |||||||||
Share price (in dollars per share) | $ / shares | $ 165 | $ 165 | ||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 20.19 | $ 20.19 | ||||||||
Restricted Stock Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation, equity instruments other than options | $ | $ 13,400 | $ 13,400 | ||||||||
Service period | 2 years 3 months 18 days | |||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 57.37 | $ 57.37 | 37.75 | 0 | ||||||
Minimum | Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share price (in dollars per share) | $ / shares | $ 4.61 | 3.35 | ||||||||
Minimum | Options | 2014 Incentive Stock Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options to be granted price as a percentage of fair value | 85.00% | |||||||||
Minimum | Restricted Stock Units | Founder and CEO Long Term Performance Award | Founder CEO | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based payment arrangement, unvested award, period for recognition | 3 years 5 months 12 days | |||||||||
Maximum | 2020 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation by share based payment arrangement contractual term of stock options | 10 years | |||||||||
Maximum | Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share price (in dollars per share) | $ / shares | $ 21.06 | $ 4.01 | ||||||||
Maximum | Options | 2014 Incentive Stock Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation by share based payment arrangement contractual term of stock options | 10 years | |||||||||
Maximum | Options | 2017 Amended and Restated Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation by share based payment arrangement contractual term of stock options | 10 years | |||||||||
Maximum | Restricted Stock Units | Founder and CEO Long Term Performance Award | Founder CEO | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based payment arrangement, unvested award, period for recognition | 5 years 4 months 17 days | |||||||||
Holders of Ten Percent or More of The Voting Equity Capital | 2020 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation by share based payment arrangement contractual term of stock options | 5 years | |||||||||
Holders of Ten Percent or More of The Voting Equity Capital | Options | 2014 Incentive Stock Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of voting stock eligible for options | 10.00% | |||||||||
Share based compensation by share based payment arrangement contractual term of stock options | 5 years | |||||||||
Holders of Ten Percent or More of The Voting Equity Capital | Options | 2017 Amended and Restated Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation by share based payment arrangement contractual term of stock options | 5 years | |||||||||
Holders of Ten Percent or More of The Voting Equity Capital | Minimum | 2020 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options to be granted price as a percentage of fair value | 100.00% | |||||||||
Holders of Ten Percent or More of The Voting Equity Capital | Minimum | Options | 2014 Incentive Stock Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options to be granted price as a percentage of fair value | 110.00% | |||||||||
Holders of Ten Percent or More of The Voting Equity Capital | Minimum | Options | 2017 Amended and Restated Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options to be granted price as a percentage of fair value | 110.00% |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 341,942 | $ 79,158 | $ 17,634 |
Infrastructure and trust & safety | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 35,255 | 7,396 | 2,085 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 219,851 | 39,402 | 9,695 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 72,929 | 25,939 | 3,347 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 13,907 | $ 6,421 | $ 2,507 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Stock-based Compensation Valuation Assumptions (Details) - Options - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 0.50% | 1.50% |
Risk free interest rate, maximum | 1.80% | 1.70% |
Expected volatility rate, minimum | 35.40% | 37.00% |
Expected volatility rate, maximum | 39.80% | 40.80% |
Dividend yield | 0.00% | 0.00% |
Expected terms (in years) | 7 years | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected terms (in years) | 6 years | |
Fair value of common stock (in dollars per share) | $ 4.61 | $ 3.35 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected terms (in years) | 7 years | |
Fair value of common stock (in dollars per share) | $ 21.06 | $ 4.01 |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of the Company's Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Beginning balance (in shares) | 98,502 | 99,682 | 83,395 |
Granted (in shares) | 0 | 23,269 | 31,381 |
Cancelled (in shares) | (1,862) | (3,859) | (6,199) |
Exercised (in shares) | (33,373) | (20,590) | (8,895) |
Ending balance (in shares) | 63,267 | 98,502 | 99,682 |
Exercisable (in shares) | 35,431 | ||
Vested and expected to vest (in shares) | 63,267 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Beginning balance, weighted average exercise price (in dollars per share) | $ 2.55 | $ 1.66 | $ 0.90 |
Granted, weighted average exercise price (in dollars per share) | 0 | 4.73 | 3.38 |
Cancelled, weighted average exercise price (in dollars per share) | 3.95 | 2.39 | 2.10 |
Exercised, weighted average exercise price (in dollars per share) | 1.95 | 0.74 | 0.36 |
Ending balance, weighted average exercise price (in dollars per share) | 2.82 | $ 2.55 | $ 1.66 |
Exercisable, weighted average exercise price (in dollars per share) | 1.86 | ||
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 2.82 | ||
Remaining contractual term | 6 years 11 months 19 days | 7 years 9 months 3 days | 7 years 10 months 2 days |
Exercisable, remaining contractual term | 6 years 2 months 8 days | ||
Vested and expected to vest, remaining contractual term | 6 years 11 months 19 days | ||
Aggregate intrinsic value | $ 6,348,395 | $ 3,838,994 | $ 174,497 |
Exercisable, aggregate intrinsic value | 3,589,069 | ||
Vested and expected to vest, aggregate intrinsic value | $ 6,348,395 |
Stock-based Compensation - Sc_4
Stock-based Compensation - Schedule of Company's Restricted Stock Units and Unregistered Restricted Stock Awards Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 3,061 | 30 |
Granted (in shares) | 13,382 | 3,061 |
Vested (in shares) | (1,376) | (30) |
Cancelled (in shares) | (383) | |
Ending balance (in shares) | 14,684 | 3,061 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning balance, weighted average grant date fair value (in dollars per share) | $ 31.55 | $ 3.35 |
Granted, weighted average grant date fair value (in dollars per share) | 78.92 | 31.55 |
Vested, weighted average grant date fair value (in dollars per share) | 38.46 | 3.35 |
Cancelled , weighted average exercise price (in dollars per share) | 52.78 | |
Ending balance, weighted average grant date fair value (in dollars per share) | $ 68.03 | $ 31.55 |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 388 | 0 |
Granted (in shares) | 209 | 388 |
Vested (in shares) | (129) | 0 |
Cancelled (in shares) | 0 | |
Ending balance (in shares) | 468 | 388 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning balance, weighted average grant date fair value (in dollars per share) | $ 37.75 | $ 0 |
Granted, weighted average grant date fair value (in dollars per share) | 81.67 | 37.75 |
Vested, weighted average grant date fair value (in dollars per share) | 37.75 | 0 |
Cancelled , weighted average exercise price (in dollars per share) | 0 | |
Ending balance, weighted average grant date fair value (in dollars per share) | $ 57.37 | $ 37.75 |
Stock-based Compensation - Sc_5
Stock-based Compensation - Schedule of Measured Based on an Average of Our Stock Price (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in dollars per share) | $ / shares | $ 165 |
Number of RSUs Eligible to Vest (in shares) | shares | 750,000 |
Performance Period Commencement Dates as Measured from the Effective Date | 2 years |
Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in dollars per share) | $ / shares | $ 200 |
Number of RSUs Eligible to Vest (in shares) | shares | 750,000 |
Performance Period Commencement Dates as Measured from the Effective Date | 3 years |
Tranche Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in dollars per share) | $ / shares | $ 235 |
Number of RSUs Eligible to Vest (in shares) | shares | 2,000,000 |
Performance Period Commencement Dates as Measured from the Effective Date | 4 years |
Tranche Four | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in dollars per share) | $ / shares | $ 270 |
Number of RSUs Eligible to Vest (in shares) | shares | 2,000,000 |
Performance Period Commencement Dates as Measured from the Effective Date | 5 years |
Tranche Five | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in dollars per share) | $ / shares | $ 305 |
Number of RSUs Eligible to Vest (in shares) | shares | 2,000,000 |
Performance Period Commencement Dates as Measured from the Effective Date | 5 years |
Tranche Six | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in dollars per share) | $ / shares | $ 340 |
Number of RSUs Eligible to Vest (in shares) | shares | 2,000,000 |
Performance Period Commencement Dates as Measured from the Effective Date | 5 years |
Tranche Seven | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in dollars per share) | $ / shares | $ 375 |
Number of RSUs Eligible to Vest (in shares) | shares | 2,000,000 |
Performance Period Commencement Dates as Measured from the Effective Date | 5 years |
Stock-based Compensation - Valu
Stock-based Compensation - Valuation of ESPP Program (Details) - Employee Stock Purchase Plan | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free interest rate, minimum | 0.06% |
Risk free interest rate, maximum | 0.25% |
Expected volatility rate, minimum | 46.97% |
Expected volatility rate, maximum | 56.91% |
Dividend yield | 0.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected terms (in years) | 5 months 8 days |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected terms (in years) | 2 years |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Common Share - Schedule of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | |||
Consolidated net loss | $ (503,480) | $ (257,691) | $ (71,114) |
Less: net loss attributable to noncontrolling interests | (11,829) | (4,437) | (146) |
Net loss attributable to common stockholders | $ (491,651) | $ (253,254) | $ (70,968) |
Denominator | |||
Weighted-average common shares used in per share computation, basic (in shares) | 505,858,000 | 182,108,000 | 163,051,000 |
Weighted-average common shares used in per share computation, diluted (in shares) | 505,858,000 | 182,108,000 | 163,051,000 |
Net loss per share, basic (in dollars per share) | $ (0.97) | $ (1.39) | $ (0.44) |
Net loss per share, diluted (in dollars per share) | $ (0.97) | $ (1.39) | $ (0.44) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Common Share - Schedule of Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in share) | 79,266 | 439,510 | 425,849 |
Stock options outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in share) | 63,267 | 98,502 | 99,682 |
RSUs outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in share) | 14,684 | 3,061 | 30 |
2020 ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in share) | 523 | 0 | 0 |
Stock warrants outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in share) | 324 | 324 | 1,833 |
Unregistered restricted stock awards outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in share) | 468 | 388 | 0 |
Convertible Preferred Stock outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in share) | 0 | 337,235 | 324,304 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment—net | $ 271,352 | $ 206,415 |
U.S | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment—net | 239,889 | 179,870 |
Rest of world | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment—net | $ 31,463 | $ 26,545 |