Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39763 | |
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, $0.0001 par value | |
Trading Symbol | RBLX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001315098 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 549,478,789 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 51,337,302 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 3,021,507 | $ 3,004,300 |
Accounts receivable—net of allowances | 185,831 | 307,349 |
Prepaid expenses and other current assets | 72,925 | 32,091 |
Deferred cost of revenue, current portion | 387,817 | 406,025 |
Total current assets | 3,668,080 | 3,749,765 |
Property and equipment—net | 525,928 | 271,352 |
Operating lease right-of-use assets | 452,852 | 221,285 |
Deferred cost of revenue, long-term | 204,921 | 137,524 |
Intangible assets, net | 53,655 | 59,666 |
Goodwill | 130,453 | 118,071 |
Other assets | 2,435 | 2,933 |
Total assets | 5,038,324 | 4,560,596 |
Current liabilities: | ||
Accounts payable | 45,099 | 64,395 |
Accrued expenses and other current liabilities | 273,832 | 180,769 |
Developer exchange liability | 168,367 | 163,906 |
Deferred revenue—current portion | 1,750,860 | 1,758,022 |
Total current liabilities | 2,238,158 | 2,167,092 |
Deferred revenue—net of current portion | 960,924 | 616,834 |
Operating lease liabilities | 425,973 | 194,616 |
Long-term debt, net | 988,663 | 987,723 |
Other long-term liabilities | 13 | 1,408 |
Total liabilities | 4,613,731 | 3,967,673 |
Commitments and contingencies (Note 11) | ||
Stockholders’ Equity | ||
Common stock | 59 | 58 |
Additional paid-in capital | 2,041,042 | 1,568,638 |
Accumulated other comprehensive income/(loss) | 997 | 62 |
Accumulated deficit | (1,618,381) | (983,941) |
Total Roblox Corporation stockholders’ equity | 423,717 | 584,817 |
Noncontrolling interests | 876 | 8,106 |
Total stockholders’ equity | 424,593 | 592,923 |
Total liabilities and stockholders’ equity | $ 5,038,324 | $ 4,560,596 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued (in shares) | 600,641,000 | 585,878,000 |
Common stock, shares outstanding (in shares) | 600,641,000 | 585,878,000 |
Common Class A | ||
Common stock, shares authorized (in shares) | 4,935,000,000 | 4,935,000,000 |
Common stock, shares issued (in shares) | 549,303,000 | 534,541,000 |
Common stock, shares outstanding (in shares) | 549,303,000 | 534,541,000 |
Common Class B | ||
Common stock, shares authorized (in shares) | 65,000,000 | 65,000,000 |
Common stock, shares issued (in shares) | 51,337,000 | 51,337,000 |
Common stock, shares outstanding (in shares) | 51,337,000 | 51,337,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Revenue | $ 517,707 | $ 509,336 | $ 1,646,048 | $ 1,350,412 | |
Cost and expenses: | |||||
Cost of revenue | [1] | 126,437 | 130,015 | 405,226 | 344,882 |
Developer exchange fees | 151,470 | 129,952 | 441,740 | 378,604 | |
Infrastructure and trust & safety | 190,986 | 117,387 | 490,576 | 320,509 | |
Research and development | 235,551 | 138,245 | 625,070 | 359,637 | |
General and administrative | 81,165 | 51,584 | 217,613 | 243,637 | |
Sales and marketing | 32,105 | 19,599 | 87,708 | 58,591 | |
Total cost and expenses | 817,714 | 586,782 | 2,267,933 | 1,705,860 | |
Loss from operations | (300,007) | (77,446) | (621,885) | (355,448) | |
Interest income | 12,764 | 28 | 17,206 | 59 | |
Interest expense | (10,005) | 0 | (29,895) | 0 | |
Other income/(expense), net | (4,302) | (770) | (7,732) | (1,810) | |
Loss before income taxes | (301,550) | (78,188) | (642,306) | (357,199) | |
Provision for/(benefit from) income taxes | 352 | (998) | 350 | (976) | |
Consolidated net loss | (301,902) | (77,190) | (642,656) | (356,223) | |
Net loss attributable to the noncontrolling interest | (4,104) | (3,188) | (8,216) | (7,870) | |
Net loss attributable to common stockholders | $ (297,798) | $ (74,002) | $ (634,440) | $ (348,353) | |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.50) | $ (0.13) | $ (1.07) | $ (0.73) | |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.50) | $ (0.13) | $ (1.07) | $ (0.73) | |
Weighted-average shares used in computing net loss per share attributable to common stockholders—basic (in shares) | 597,779 | 575,932 | 593,452 | 480,357 | |
Weighted-average shares used in computing net loss per share attributable to common stockholders—diluted (in shares) | 597,779 | 575,932 | 593,452 | 480,357 | |
[1]Depreciation of servers and infrastructure equipment included in infrastructure and trust & safety. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Consolidated net loss | $ (301,902) | $ (77,190) | $ (642,656) | $ (356,223) |
Other comprehensive income/(loss): | ||||
Foreign currency translation adjustments | 1,064 | (4) | 1,921 | 44 |
Other comprehensive income/(loss), net of tax | 1,064 | (4) | 1,921 | 44 |
Total comprehensive loss including noncontrolling interests | (300,838) | (77,194) | (640,735) | (356,179) |
Less: net loss attributable to noncontrolling interests | (4,104) | (3,188) | (8,216) | (7,870) |
Less: cumulative translation adjustments attributable to noncontrolling interests | 475 | (2) | 986 | 22 |
Total comprehensive loss attributable to noncontrolling interests | (3,629) | (3,190) | (7,230) | (7,848) |
Total comprehensive loss attributable to common stockholders | $ (297,209) | $ (74,004) | $ (633,505) | $ (348,331) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity/(Deficit) - USD ($) $ in Thousands | Total | Series H Preferred Stock | Preferred Stock | Class A and Class B Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Non- controlling Interest |
Beginning balance (in shares) at Dec. 31, 2020 | 337,235,000 | |||||||
Beginning balance at Dec. 31, 2020 | $ 344,827 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Issuance of Series H preferred stock, net (in shares) | 11,889,000 | |||||||
Issuance of Series H preferred stock, net | $ 534,286 | |||||||
Conversion of convertible preferred stock to common stock in connection with the direct listing (in shares) | (349,124,000) | |||||||
Conversion of convertible preferred stock to common stock in connection with the direct listing | $ (879,113) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||
Ending balance at Sep. 30, 2021 | $ 0 | |||||||
Balances beginning ( in shares) at Dec. 31, 2020 | 201,327,000 | |||||||
Balance beginning at Dec. 31, 2020 | $ (232,381) | $ 20 | $ 239,792 | $ 90 | $ (492,290) | $ 20,007 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercises of stock option (in shares) | 27,083,000 | |||||||
Issuance of common stock upon exercise of stock options | 51,014 | $ 3 | 51,056 | (45) | ||||
Issuance of common stock in connection with the acquisition of a business (in shares) | 487,000 | |||||||
Issuance of common stock from acquisition of a business | 31,274 | 31,274 | ||||||
Issuance of common stock under ESPP (in shares) | 191,000 | |||||||
Issuance of common stock under ESPP | 11,268 | 11,268 | ||||||
Conversion of convertible preferred stock to common stock in connection with the direct listing (in shares) | 349,124,000 | |||||||
Conversion of convertible preferred stock to common stock in connection with the direct listing | 879,113 | $ 35 | 879,078 | |||||
Release of restricted stock units (in shares) | 258,000 | |||||||
Others (in shares) | 1,000 | |||||||
Others | 0 | |||||||
Stock- based compensation | 221,722 | 221,722 | ||||||
Cumulative translation adjustments | 44 | 22 | 22 | |||||
Net loss | (356,223) | (348,353) | (7,870) | |||||
Balance ending (Shares) at Sep. 30, 2021 | 578,471,000 | |||||||
Balance ending at Sep. 30, 2021 | 605,831 | $ 58 | 1,434,190 | 112 | (840,643) | 12,114 | ||
Beginning balance (in shares) at Jun. 30, 2021 | 0 | |||||||
Beginning balance at Jun. 30, 2021 | $ 0 | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||
Ending balance at Sep. 30, 2021 | $ 0 | |||||||
Balances beginning ( in shares) at Jun. 30, 2021 | 574,595,000 | |||||||
Balance beginning at Jun. 30, 2021 | 542,039 | $ 57 | 1,293,160 | 114 | (766,641) | 15,349 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercises of stock option (in shares) | 2,944,000 | |||||||
Issuance of common stock upon exercise of stock options | 9,125 | $ 1 | 9,169 | (45) | ||||
Issuance of common stock in connection with the acquisition of a business (in shares) | 487,000 | |||||||
Issuance of common stock from acquisition of a business | 31,274 | 31,274 | ||||||
Issuance of common stock under ESPP (in shares) | 191,000 | |||||||
Issuance of common stock under ESPP | 11,268 | 11,268 | ||||||
Release of restricted stock units (in shares) | 254,000 | |||||||
Others | 0 | |||||||
Stock- based compensation | 89,319 | 89,319 | ||||||
Cumulative translation adjustments | (4) | (2) | (2) | |||||
Net loss | (77,190) | (74,002) | (3,188) | |||||
Balance ending (Shares) at Sep. 30, 2021 | 578,471,000 | |||||||
Balance ending at Sep. 30, 2021 | $ 605,831 | $ 58 | 1,434,190 | 112 | (840,643) | 12,114 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | |||||||
Ending balance at Sep. 30, 2022 | $ 0 | |||||||
Balances beginning ( in shares) at Dec. 31, 2021 | 585,878,000 | 585,878,000 | ||||||
Balance beginning at Dec. 31, 2021 | $ 592,923 | $ 58 | 1,568,638 | 62 | (983,941) | 8,106 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercises of stock option (in shares) | 8,176,000 | 8,176,000 | ||||||
Issuance of common stock upon exercise of stock options | $ 19,673 | $ 1 | 19,672 | |||||
Issuance of common stock in connection with the acquisition of a business (in shares) | 385,000 | |||||||
Issuance of common stock from acquisition of a business | 10,138 | 10,138 | ||||||
Issuance of common stock under ESPP (in shares) | 575,000 | |||||||
Issuance of common stock under ESPP | 22,702 | 22,702 | ||||||
Conversion of convertible preferred stock to common stock in connection with the direct listing | 0 | |||||||
Release of restricted stock units (in shares) | 5,575,000 | |||||||
Withholding taxes related to net share settlement of restricted stock units (in shares) | (3,000) | |||||||
Withholding taxes related to net share settlement of restricted stock units | (150) | (150) | ||||||
Exercise of common stock warrants (in shares) | 60,000 | |||||||
Exercise of common stock warrants | 204 | 204 | ||||||
Others (in shares) | (5,000) | |||||||
Others | (204) | (204) | ||||||
Stock- based compensation | 420,042 | 420,042 | ||||||
Cumulative translation adjustments | 1,921 | 935 | 986 | |||||
Net loss | $ (642,656) | (634,440) | (8,216) | |||||
Balance ending (Shares) at Sep. 30, 2022 | 600,641,000 | 600,641,000 | ||||||
Balance ending at Sep. 30, 2022 | $ 424,593 | $ 59 | 2,041,042 | 997 | (1,618,381) | 876 | ||
Beginning balance (in shares) at Jun. 30, 2022 | 0 | |||||||
Beginning balance at Jun. 30, 2022 | $ 0 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | |||||||
Ending balance at Sep. 30, 2022 | $ 0 | |||||||
Balances beginning ( in shares) at Jun. 30, 2022 | 596,622,000 | |||||||
Balance beginning at Jun. 30, 2022 | 551,593 | $ 59 | 1,867,204 | 408 | (1,320,583) | 4,505 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercises of stock option (in shares) | 1,820,000 | |||||||
Issuance of common stock upon exercise of stock options | 4,020 | 4,020 | ||||||
Issuance of common stock under ESPP (in shares) | 240,000 | |||||||
Issuance of common stock under ESPP | 8,459 | 8,459 | ||||||
Release of restricted stock units (in shares) | 1,959,000 | |||||||
Others | 0 | |||||||
Stock- based compensation | 161,359 | 161,359 | ||||||
Cumulative translation adjustments | 1,064 | 589 | 475 | |||||
Net loss | $ (301,902) | (297,798) | (4,104) | |||||
Balance ending (Shares) at Sep. 30, 2022 | 600,641,000 | 600,641,000 | ||||||
Balance ending at Sep. 30, 2022 | $ 424,593 | $ 59 | $ 2,041,042 | $ 997 | $ (1,618,381) | $ 876 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Consolidated net loss | $ (642,656) | $ (356,223) |
Adjustments to reconcile net loss including noncontrolling interests to net cash provided by operations: | ||
Depreciation and amortization | 87,545 | 53,439 |
Stock-based compensation expense | 420,042 | 221,722 |
Operating lease non-cash expense | 49,115 | 31,936 |
Other non-cash charges/(credits) | (34) | 1,137 |
Amortization of debt issuance costs | 940 | 0 |
Changes in operating assets and liabilities, net of effect of acquisitions | ||
Accounts receivable | 119,948 | 77,086 |
Accounts payable | (8,331) | (230) |
Prepaid expenses and other current assets | (42,604) | (19,501) |
Other assets | 498 | (4,188) |
Developer exchange liability | 4,461 | 36,844 |
Accrued expenses and other current liabilities | 6,982 | 38,098 |
Other long-term liability | (579) | (1,022) |
Operating lease liabilities | (32,989) | (24,055) |
Deferred revenue | 336,928 | 616,375 |
Deferred cost of revenue | (49,189) | (134,532) |
Net cash provided by operating activities | 250,077 | 536,886 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (268,958) | (48,331) |
Payments related to business combination, net of cash acquired | (6,165) | (45,692) |
Purchases of intangible assets | (1,500) | (7,856) |
Net cash used in investing activities | (276,623) | (101,879) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 42,706 | 62,278 |
Payment of term license related obligations | (420) | 0 |
Payment of withholding taxes related to net share settlement of restricted stock units | (150) | 0 |
Net proceeds from issuance of preferred stock | 0 | 534,286 |
Payment of debt issuance cost | (154) | 0 |
Payments related to business combination, after acquisition date | (150) | 0 |
Net cash provided by financing activities | 41,832 | 596,564 |
Effect of exchange rate changes on cash and cash equivalents | 1,921 | 45 |
Net increase in cash and cash equivalents | 17,207 | 1,031,616 |
Cash and cash equivalents | ||
Beginning balance | 3,004,300 | 893,943 |
Ending balance | 3,021,507 | 1,925,559 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 19,590 | 0 |
Cash paid for income taxes | 887 | 0 |
Supplemental disclosure of noncash investing and financing activities: | ||
Property and equipment additions in accounts payable and accrued expenses | 111,121 | 32,935 |
Fair value of common stock and unregistered restricted stock units issued as consideration for business combination | 0 | 31,274 |
Conversion of convertible preferred stock to common stock upon direct listing | $ 0 | $ 879,113 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business 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 micro transactions in their experiences, through engagement-based payouts, and by selling virtual items in the Roblox virtual economy. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 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 year 2022 and 2021 refer to the fiscal year ending December 31, 2022 and December 31, 2021, respectively. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and applicable rules and regulations of the U.S. Securities and Exchange Commission, or the SEC, regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 25, 2022. In the Company’s opinion, the information contained herein reflects all adjustments necessary for a fair presentation of the Company’s results of operations, financial position, cash flows, and stockholders’ equity. All such adjustments are of a normal, recurring nature. The results of operations for the three and nine months ended September 30, 2022 shown in this report are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any other period. There have been no material changes in the Company’s significant accounting policies as described in the Company’s consolidated financial statements for the year ended December 31, 2021 included in the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 25, 2022. Principles of Consolidation The condensed 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 condensed 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. 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 Chief Executive Officer, or the CEO, who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis, accompanied by disaggregated information of the Company’s revenue. Use of Estimates The preparation of condensed 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 the Company uses 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 condensed consolidated financial statements will be affected. Although there remains significant uncertainty surrounding the COVID-19 pandemic for global and regional economies, its overall impact is gradually declining. As of the date of issuance of the condensed 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. Change in Accounting Estimate In the third quarter of 2022, the Company completed its quarterly assessment of paying user life estimate, which is used for revenue recognition of durable virtual items and calculated based on historical monthly retention data for each paying user cohort to project future participation on the Roblox Platform. Based on this assessment, the Company updated its paying user life estimate to 28 months in the third quarter of 2022 compared to the previous estimate of 25 months, which was updated from 23 months in the first quarter of 2022. Based on the carrying amount of deferred revenue and deferred cost of revenue as of June 30, 2022, the change resulted in a decrease in revenue of $111.0 million and a decrease in cost of revenue of $25.5 million during the three months ended September 30, 2022. In 2021, the Company’s paying user life estimate was 23 months. Based on the carrying amount of deferred revenue and deferred cost of revenue as of December 31, 2021, the changes in estimates discussed above resulted in a decrease in revenue of $329.7 million and a decrease in cost of revenue of $76.4 million during the nine months ended September 30, 2022. It is estimated that these changes in estimates will decrease our fiscal 2022 revenue and cost of revenue by $344.9 million and $79.3 million, respectively. 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 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 payments from users. As of September 30, 2022, and December 31, 2021, two distribution channels accounted for 57% and 54% of the Company’s accounts receivable, respectively. One of the distribution channels accounted for 27% and 19% of the Company’s accounts receivable as of September 30, 2022 and December 31, 2021, respectively. The second distribution channel accounted for 30% and 35% of the Company’s accounts receivable as of September 30, 2022 and December 31, 2021, respectively. One distribution channel processed 31% and 32% of the Company’s overall revenue transactions for the three and nine months ended September 30, 2022, respectively and 35% for each of the three and nine months ended September 30, 2021. A second distribution channel processed 18% and 19% of the Company’s overall revenue transactions for the three and nine months ended September 30, 2022, respectively and 19% for each of the three and nine months ended September 30, 2021. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2022 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 the Company’s condensed 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, or ROU 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 5, “Leases” to the Notes to Condensed 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, the effective date and did not have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, or 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 intra period 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 condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company is in the process of reviewing all issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such accounting pronouncements will cause a material impact on its condensed consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2022 | |
Disaggregation of Revenue [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers See Note 2, “Basis of Presentation and Summary of Significant Accounting Policies” to the Notes to Condensed Consolidated Financial Statements for information on the change in the paying user life estimate. Disaggregation of Revenue The following table summarizes revenue by region based on the billing country of users (in thousands, except percentages): Three Months Ended September 30, 2022 2021 Amount Percentage Amount Percentage United States and Canada (1) $ 341,519 66 % $ 345,611 68 % Europe 92,347 18 94,522 19 Asia-Pacific, including Australia and New Zealand 48,573 9 37,529 7 Rest of world 35,268 7 31,674 6 Total $ 517,707 100 % $ 509,336 100 % Nine Months Ended September 30, 2022 2021 Amount Percentage Amount Percentage United States and Canada (1) $ 1,088,535 66 % $ 919,322 68 % Europe 299,860 18 252,166 19 Asia-Pacific, including Australia and New Zealand 147,568 9 98,891 7 Rest of world 110,085 7 80,033 6 Total $ 1,646,048 100 % $ 1,350,412 100 % (1) The Company’s revenues in the U.S. were 62% of consolidated net revenues for each of the three and nine months ended September 30, 2022, respectively and 64% for each of the three and nine months ended September 30, 2021. No individual country, other than those disclosed above, exceeded 10% of the Company’s total revenue for any period presented. Durable virtual items accounted for 89% and 90% of Roblox Platform revenue for the three and nine months ended September 30, 2022, respectively, and 90% and 88% for the three and nine months ended September 30, 2021, respectively. Consumable virtual items accounted for 11% and 10% of Roblox Platform revenue for the three and nine months ended September 30, 2022, respectively, and 10% and 12% for the three and nine months ended September 30, 2021, 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 the Company generally within 30 days. Deferred revenue mostly consists of payments the Company receives from users in advance of revenue recognition. During the three months ended September 30, 2022 and 2021, $427.5 million and $421.9 million, respectively, of revenue was recognized that was included in the current portion deferred revenue balance at the beginning of the periods. During the nine months ended September 30, 2022 and 2021, $1,176.4 million and $835.2 million, respectively, of revenue was recognized that was included in the current portion deferred revenue balance at the beginning of the periods. As of September 30, 2022, the aggregate amount of revenue allocated to unsatisfied performance obligations is included in the Company’s deferred revenue balances. As of September 30, 2022, the Company expects to recognize $1,750.9 million as revenue over the next 12 months and the remainder thereafter. As mentioned above, the Company bills in advance of its performance obligations and as such, does not have unbilled receivables. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for real estate and co-located data centers. During the three and nine months ended September 30, 2022, operating lease expense was approximately $25.0 million and $63.6 million, respectively, compared to approximately $13.9 million and $38.7 million during the three and nine months ended September 30, 2021, respectively. Variable lease cost, short-term lease cost and sublease income were immaterial during the three and nine months ended September 30, 2022 and 2021. As of September 30, 2022, $64.6 million of our operating lease liabilities was included in accrued expenses and other current liabilities and $426.0 million as long-term operating lease liabilities. The following table presents maturity of lease liabilities under the Company’s non-cancelable operating leases as of September 30, 2022 (in thousands): Remainder of 2022 $ 18,579 2023 56,384 2024 98,494 2025 87,564 2026 74,055 Thereafter 286,514 Total lease payments $ 621,590 Less: interest (1) 131,022 Present value of lease liabilities $ 490,568 (1) Calculated using the interest rate for each lease. In addition, the Company has executed operating leases for data center and facilities which have not commenced as of September 30, 2022. The legally binding minimum lease payments for these leases is $378.2 million with lease terms ranging between three Of the above amount, approximately $212.5 million pertains to a lease signed by the Company in San Mateo, California, on March 11, 2022 for office space of approximately 218,554 square feet, with a term of approximately 12 years and two renewal options of 5 years each. The Company expects to obtain possession of the office space in the second quarter of 2023. In addition, the Company expects to receive $22.9 million in tenant improvement allowance for the office space. The following table presents supplemental information for leases that have commenced as of and for the nine months ended September 30, 2022 (in thousands, except for weighted average and percentage data): Weighted average remaining lease term 8.12 Weighted average discount rate 5.0% Cash paid for amounts included in the measurement of lease liabilities (1) $ 47,546 Lease liabilities arising from obtaining new ROU assets (2) $ 279,712 (1) Excludes $1.2 million of leasehold incentives received from the landlord. (2) Includes $125.5 million in line with the original commitment, relating to office space in San Mateo, California, for which possession was obtained during the second quarter of 2022, with a term of approximately 13 years, with two renewal options of 5 years each. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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. Level 1 assets include highly liquid money market funds that are included in cash and cash equivalents and the fair value is based on quoted prices in active markets for identical assets or liabilities. As of September 30, 2022, and December 31, 2021, there are no outstanding preferred stock warrants. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 during any of the periods presented below. 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 As of Financial Instrument Fair Value September 30, 2022 December 31, 2021 Financial Assets: Money Market funds classified as cash equivalents Level 1 $ 1,845,626 $ 2,853,055 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 10, “Debt” to the Notes to Condensed Consolidated Financial Statements for more information. The estimated fair value of the 2030 Notes was approximately $815.8 million and $1,016.2 million as of September 30, 2022 and December 31, 2021, respectively. While the 2030 Notes are recorded at cost, the fair values of the 2030 Notes were determined based on the trading price of $81.58 and $101.62 of the 2030 Notes on the last trading day of the reporting periods ended September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022 and December 31, 2021, the fair values of the 2030 Notes are categorized as a Level 2 measurement as they are not actively traded. The Company measures goodwill and intangible assets at fair value on a nonrecurring basis when there are identifiable events or changes in circumstances that may have a significant adverse impact on the fair value of these assets. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Hamul, Inc. Acquisition On April 1, 2022, or the Hamul Acquisition Date, the Company acquired all outstanding equity interests of Hamul, Inc., or Hamul, a privately-held company, that provides a platform for connecting gaming communities. The acquisition has been accounted for as a business combination. The Hamul Acquisition Date fair value of the consideration transferred was $19.3 million, which consisted of $9.2 million paid in cash and 385,093 shares of Class A common stock with a fair value of $4.0 million. The aggregate purchase consideration for Hamul was comprised of the following (in thousands): Fair Value Cash paid $ 9,185 Common stock issued 4,009 Replacement awards attributable to pre-acquisition service 6,129 Total purchase price $ 19,323 The acquisition-related costs were not material and were recorded as general and administrative expenses in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2022. In connection with the acquisition, the Company entered into a stock-based consideration revesting agreement with the Hamul founders. The portion of the fair value of the common stock associated with pre-acquisition service of the Hamul founders represented a component of the total purchase consideration, as presented above. The remaining fair value of $7.6 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 Hamul 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. 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 Hamul Acquisition Date (in thousands): April 1, 2022 Cash and cash equivalents $ 3,020 Goodwill 12,382 Identified intangible assets 4,500 Deferred tax liabilities (579) Total purchase price $ 19,323 The following table presents details of the identifiable assets acquired at the Hamul Acquisition Date (in thousands): Carrying Estimated Useful Life (Years) Developed Technology $ 4,500 5 Total $ 4,500 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 second quarter ending June 30, 2023. The acquisition is not material to the Company for the periods presented, and therefore, pro forma information has not been presented. Guilded Acquisition On August 16, 2021, or the Guilded Acquisition Date, the Company acquired all outstanding equity interests of Guilded, Inc., or 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 Guilded 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 condensed consolidated statements of operations for the three months ended September 30, 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 Guilded 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 Guilded Acquisition Date (in thousands): Carrying Estimated Useful Life (Years) Developed Technology $ 19,100 5 Trade Name 500 5 Total $ 19,600 The Company finalized allocation of purchase price during its fourth quarter ending December 31, 2022 and it did not result in any adjustment to the preliminary allocation. 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 had 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
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 acquired. The following table represents the changes to goodwill during the nine months ended September 30, 2022 (in thousands): Carrying Balance as of December 31, 2021 $ 118,071 Addition from acquisition 12,382 Balance as of September 30, 2022 $ 130,453 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 September 30, 2022 and December 31, 2021 (in thousands): As of September 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Intangible assets with finite lives Developed Technology $ 66,559 $ (20,662) $ 45,897 Assembled Workforce 10,000 (3,208) 6,792 Trade Name 500 (108) 392 Total Intangible Assets $ 77,059 $ (23,978) $ 53,081 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 The above does not include $0.6 million of indefinite lived intangible assets as of September 30, 2022 and December 31, 2021. Amortization expense was $4.2 million and $12.0 million for the three and nine months ended September 30, 2022, respectively and $2.7 million and $6.9 million for the three and nine months ended September 30, 2021, respectively. See Note 6, “Fair Value Measurements” to the Notes to Condensed Consolidated Financial Statements for more information. The expected future amortization expenses related to the intangible assets as of September 30, 2022 were as follows (in thousands): Remainder of 2022 $ 4,162 2023 16,649 2024 15,596 2025 12,936 2026 3,513 Thereafter 225 Total remaining amortization $ 53,081 |
Other Balance Sheet Components
Other Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Other Balance Sheet Components [Abstract] | |
Other Balance Sheet Components | Other Balance Sheet Components The Company had no restricted cash or short-term investments as of September 30, 2022 and December 31, 2021. Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following (in thousands): As of September 30, December 31, Prepaid expenses $ 60,148 $ 27,671 Other current assets 12,777 4,420 Total prepaid expenses and other current assets $ 72,925 $ 32,091 Property and equipment, net Property and equipment, net, consisted of the following (in thousands): As of September 30, December 31, Servers and related equipment $ 651,613 $ 361,227 Computer hardware and software 21,729 16,154 Furniture and fixtures 424 179 Leasehold improvement 57,197 30,482 Construction in progress 23,651 16,837 Total property and equipment $ 754,614 $ 424,879 Less accumulated depreciation and amortization (228,686) (153,527) Property and equipment—net $ 525,928 $ 271,352 Construction in progress includes costs mostly related to leasehold improvements for the Company’s leased office buildings. Depreciation and amortization expense was $29.8 million and $75.5 million for the three and nine months ended September 30, 2022, respectively and was $16.3 million and $46.5 million for the three and nine months ended September 30, 2021, respectively. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, December 31, General accrued expenses $ 130,765 $ 56,134 Short term operating lease liabilities 64,595 51,303 Accrued interest 2030 Notes 16,146 6,781 Taxes payable 45,671 43,286 Accrued compensation and other employee related liabilities 5,040 14,511 Other current liability 11,615 8,754 Total accrued expenses and other current liabilities $ 273,832 $ 180,769 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2030 Notes Long-term debt consisted of the following (in thousands): As of September 30, December 31, 2030 Notes Principal $ 1,000,000 $ 1,000,000 Unamortized issuance costs 11,337 12,277 Net carrying amount $ 988,663 $ 987,723 On October 29, 2021, the Company issued $1.0 billion aggregate principal amount of its 3.875% Senior Notes due 2030, or 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 costs and other issuance costs, paid 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 offerings; (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, or the Indenture, as of the date of such redemption; and (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 three and nine months ended September 30, 2022, the interest expense recognized in the condensed consolidated statements of operations related to the 2030 Notes was as follows (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Contractual interest expense $ 9,688 $ 28,956 Amortization of debt issuance costs 317 939 Total interest expense $ 10,005 $ 29,895 For the three and nine months ended September 30, 2022, 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 September 30, 2022, the Company was in compliance with all of its covenants under the Indenture. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments —The Company leases office facilities and space for data center operations under operating leases expiring in various years through 2035. 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. See Note 5, “Leases” to the Notes to Condensed Consolidated Financial Statements for more information. Letters of Credit — The Company has issued 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 available in aggregate as of each of the periods ended September 30, 2022, and December 31, 2021. 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 March 9, 2022, an alleged shareholder filed a putative securities class action against the Company and certain of our executives and directors, alleging violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, or the Securities Act, in connection with the registration statement for the Company’s direct listing. The complaint was filed in the Superior Court of California, County of San Mateo, and is captioned Matlick v. Roblox Corporation, et al. , No. 22-CIV-01038. The complaint sought damages and attorneys’ fees, as well as other relief. The Company filed a motion objecting to the choice of forum, noting that the proper venue for this matter is Federal Court. The Company filed a motion to dismiss the case on June 10, 2022 based on the venue selection provision in the company’s bylaws. The parties stipulated to a dismissal of the Superior Court case, and the matter was dismissed on August 2, 2022, but the Company anticipates that the shareholder will refile this action in Federal Court. The Company believes the claims are without merit and intends to defend any potential litigation vigorously. As of September 30, 2022, 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. Indemnification —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. To date, the Company has not incurred any material costs and have not accrued any liabilities related to such obligations in the condensed consolidated financial statements as of September 30, 2022. The Company also currently has directors’ and officers’ insurance. Other Contractual Commitments —Other contractual commitments primarily consist of contracts associated with data center and IT operations in the ordinary course of business. There has been no material change in the Company’s contractual obligations and commitments during the three months ended September 30, 2022, other than non-cancelable purchase commitments primarily related to data center and IT operations in the ordinary course of business and the Company’s new office lease in San Mateo, California since the fiscal year ended December 31, 2021. See Note 5, “Leases” to the Notes to Condensed Consolidated Financial Statements for more information on the new office lease. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Preferred Stock [Abstract] | |
Convertible Preferred Stock | Convertible Preferred StockIn 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 of the Company’s Class A common stock, or the Direct Listing on the New York Stock Exchange, or NYSE, 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 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 $ 45.0 $ 45.0 535,000 534,286 Total 361,744 349,124 $ 870,654 $ 879,113 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022, 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. Zero and 3.7 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 nine months ended September 30, 2022 and September 30, 2021, respectively. Class A and Class B common stock are referred to as common stock throughout the notes to the condensed consolidated financial statements, unless otherwise noted. The Company has reserved shares of common stock for future issuance as follows (in thousands): As of September 30, December 31, Stock options outstanding 53,412 63,267 RSUs outstanding 30,731 14,684 PSUs outstanding (CEO Long-Term Performance Award) 11,500 11,500 PSUs outstanding (2022 PSU Grants) 415 — Shares available for issuance under Equity Incentive Plan 61,748 52,811 2020 ESPP 11,093 5,809 Stock Warrants outstanding 264 324 Unregistered restricted stock awards outstanding 632 468 Total 169,795 148,863 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
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 the 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 thereunder. 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, restricted stock, or RSAs, and restricted stock units, or 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 thereunder. 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, restricted stock, or RSAs, and restricted stock units, or 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. At inception, 60.0 million shares of Class A common stock were 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, on or 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 Employee Stock Purchase Plan, or the 2020 ESPP, which became effective in connection with the Direct Listing. The 2020 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. At inception, a total of 6,000,000 shares of the Company’s Class A common stock were reserved for future issuance under the 2020 ESPP. In addition, the plan provides for annual automatic 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. 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 the first trading day on or after February 25 and August 25 of each year with each offering period having four purchase periods of approximately six months each. Stock-Based Compensation Expense Stock-based compensation expense included in the condensed consolidated statements of operations data above was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Infrastructure and trust & safety $ 14,948 $ 8,597 $ 39,959 $ 22,082 Research and development 111,450 56,423 279,978 139,643 General and administrative 28,327 20,963 82,096 51,139 Sales and marketing 6,634 3,336 18,009 8,858 Total stock-based compensation $ 161,359 $ 89,319 $ 420,042 $ 221,722 Stock-based compensation expense related to equity awards granted to non-employees for the three and nine months ended September 30, 2022 and 2021 was not material. Options As of September 30, 2022, the Company had $103.2 million of unrecognized stock-based compensation related to unvested options, which will be recognized over a weighted-average remaining requisite service period of 1.9 years. The following table summarizes the Company’s stock option activity (in thousands, except per share data and remaining contractual term): Options Outstanding Number of Weighted- Remaining Aggregate Balances as of December 31, 2021 63,267 $ 2.82 6.97 $ 6,348,395 Granted — — Cancelled (1,679) $ 4.01 Exercised (8,176) $ 2.41 Balances as of September 30, 2022 53,412 $ 2.84 6.24 $ 1,762,455 Vested and exercisable as of September 30, 2022 38,496 $ 2.29 5.79 $ 1,291,511 Vested and expected to vest at September 30, 2022 53,412 $ 2.84 6.24 $ 1,762,455 No options were granted during the three and nine months ended September 30, 2022. The following table summarizes the Company’s restricted stock units 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, 2021 14,684 $ 68.03 468 $ 57.37 Granted 22,954 $ 41.83 298 $ 45.99 Released (5,575) $ 61.23 (134) $ 60.52 Cancelled (1,333) $ 58.81 — — Unvested as of September 30, 2022 30,731 $ 50.09 632 $ 51.33 As of September 30, 2022, the Company had $1,485.9 million of unrecognized stock-based compensation related to RSUs, which will be recognized over the weighted average remaining requisite service period of 3.2 years. As of September 30, 2022, the Company had $13.8 million of unrecognized stock-based compensation related to unregistered RSAs, which will be recognized over the weighted average remaining requisite service period of 2.0 years. See Note 7, “Acquisitions” to the Notes to Condensed Consolidated Financial Statements for more information. 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 historically has been satisfied generally over four years. For grants made in and following July 2022, the service based vesting condition is satisfied generally over three 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 outcomes 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. 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 $12.3 million and $36.5 million of stock-based compensation expense related to the CEO Long-term Performance Award during the three and nine months ended September 30, 2022, respectively, and $12.3 million and $29.7 million during the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, unrecognized stock-based compensation expense related to the CEO Long-term Performance Award was $153.6 million which will be recognized over the remaining derived service period of the respective tranche. Employee Stock Purchase Plan During the quarter ended March 31, 2022, the fair market value of the Company’s stock on the purchase date, February 25, 2022, was lower than the fair market value of the Company’s stock on the offering date of the first and second offering periods. As a result, the first and second offering periods were reset and the new lower price became the new offering price. Additionally, the plan also provides for a rollover feature that provides for an offering period to be rolled over to a new lower-priced offering if the offering price of the new offering period is less than that of the current offering period, accordingly, the first and second offering periods first and second rolled over to a new 24 months offering period. The reset was treated as a modification resulting in incremental charges totaling $4.7 million, which will be recognized over the remaining requisite service period. During the quarter ended September 30, 2022, the fair market value of the Company’s stock on the purchase date, August 25, 2022, was lower than the fair market value of the Company’s stock on the offering date. As a result, the offering period in effect was reset and the new lower price became the new offering price. Additionally, as discussed above, because the plan also provides for a rollover feature that provides for an offering period to be rolled over to a new lower-priced offering if the offering price of the new offering period is less than that of the current offering period, the offering rolled over to a new 24 months offering period. The reset was treated as a modification resulting in incremental charges totaling $5.1 million, which will be recognized over the remaining requisite service period. The following table summarizes the weighted-average assumptions used in estimating the fair value of 2020 ESPP for the offering period in effect using the Black-Scholes option-pricing model: Nine Months Ended September 30, 2022 Risk-free interest rate 3.25 % - 3.35% Expected volatility 62.8 % - 81.51% Dividend yield —% Expected terms (in years) 0.51 - 2.01 The Company recorded $6.8 million and $17.8 million of stock-based compensation expense related to the 2020 ESPP during the three and nine months ended September 30, 2022, respectively, and $3.1 million and $6.5 million for the three and nine months ended September 30, 2021, respectively. Performance Stock Units During the quarter ended June 30, 2022, the Company’s Board of Directors granted performance-based restricted stock unit awards, or the 2022 PSU Grants, to certain members of management. The target number of 2022 PSU Grants was 207,284. The number of shares that can be earned will range from 0% to 200% of the target number of shares, based on the Company’s stock price performance and achievement of certain stock price hurdles during the last quarter of the second year through the end of the third year of a 3-year performance period, or the 2022 PSU Grant Stock Price Hurdles, and subject to continuous employment through such date. The Company estimated the grant date fair value of the 2022 PSU Grants using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation which incorporates into the valuation the possibility that the 2022 PSU Grant Stock Price Hurdles may not be satisfied. The grant date fair value of the 2022 PSU Grants was estimated to be $43.13 per share, and the Company estimates that it will recognize total stock-based compensation expense of approximately $8.9 million using the accelerated method of expense attribution over the derived service period of each tranche which is equal to the measurement time of each of five measurement periods commencing with the last quarter of the second year and ending with the last quarter of the third year. If the 2022 PSU Grant 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 over the requisite service period if the members of management continue to provide service to the Company, regardless of whether the 2022 PSU Grant Stock Price Hurdles are achieved. |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2022 | |
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 $3.1 million and $9.4 million for the three and nine months ended September 30, 2022, respectively, and $1.8 million and $6.0 million for the three and nine months ended September 30, 2021, respectively. |
Joint Venture
Joint Venture | 9 Months Ended |
Sep. 30, 2022 | |
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, to create Roblox China Holding Corp. (in which Roblox holds a 51% ownership interest as it relates to the voting shares). 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 Tencent of the Roblox Platform 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 to 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 condensed consolidated balance sheet. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is subject to income tax in the United States as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income tax. The Company does not provide for U.S. federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are to be reinvested indefinitely. The provision/(benefit) from income taxes for the three months ended September 30, 2022 consisted of state and foreign income taxes. The provision/(benefit) from income taxes for the nine months ended September 30, 2022 consisted of state and foreign income taxes, offset by a release of valuation allowance due to an acquisition. The provision/(benefit) from income taxes for the three and nine months ended September 30, 2021 consisted of the benefit of a release of valuation allowance due to an acquisition. The Company continues to maintain a full valuation allowance on its net deferred tax assets as it is not likely that the deferred assets will be utilized. The primary difference between the effective tax rate and the statutory tax rate relates to the valuation allowance on the U.S. and certain foreign losses. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Basic and diluted net loss per share Numerator Consolidated net loss $ (301,902) $ (77,190) $ (642,656) $ (356,223) Less: net loss attributable to noncontrolling interest (4,104) (3,188) (8,216) (7,870) Net loss attributable to common stockholders $ (297,798) $ (74,002) $ (634,440) $ (348,353) Denominator Weighted-average common shares used in per share computation, basic and diluted 597,779 575,932 593,452 480,357 Net loss per share, basic and diluted $ (0.50) $ (0.13) $ (1.07) $ (0.73) The potential shares of common stock that were excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2022 and 2021 because including them would have been anti-dilutive are as follows (in thousands): As of Three and Nine Months Ended September 30, 2022 2021 Stock options outstanding 53,412 69,847 RSUs outstanding 30,731 10,844 Stock warrants outstanding 264 324 Convertible Preferred Stock outstanding — — Unregistered restricted stock awards outstanding 632 500 2020 ESPP 2,270 678 Total 87,309 82,193 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn October 7, 2022, the Company signed an agreement and plan of merger to acquire Byfron Technologies, LLC, a privately held company providing security and anti-cheat software for game publishers. The acquisition closed on October 11, 2022 and the total purchase price was approximately $19.0 million, payable in cash. Due to the timing of the close of the transaction, as of the date of issuance of these condensed consolidated financial statements, acquisition accounting is incomplete as the Company is still in the process of estimating the initial purchase price allocation. As a result, the Company is unable to provide this information, which will be reported on its Form 10-K for the year ending December 31, 2022. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on December 31. For example, references to fiscal year 2022 and 2021 refer to the fiscal year ending December 31, 2022 and December 31, 2021, respectively. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and applicable rules and regulations of the U.S. Securities and Exchange Commission, or the SEC, regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 25, 2022. In the Company’s opinion, the information contained herein reflects all adjustments necessary for a fair presentation of the Company’s results of operations, financial position, cash flows, and stockholders’ equity. All such adjustments are of a normal, recurring nature. The results of operations for the three and nine months ended September 30, 2022 shown in this report are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any other period. There have been no material changes in the Company’s significant accounting policies as described in the Company’s consolidated financial statements for the year ended December 31, 2021 included in the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 25, 2022. |
Principles of Consolidation | Principles of Consolidation The condensed 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 condensed 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. |
Segments | 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 Chief Executive Officer, or the CEO, who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis, accompanied by disaggregated information of the Company’s revenue. |
Use of Estimates and Change in Accounting Estimate | Use of Estimates The preparation of condensed 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 the Company uses 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 condensed consolidated financial statements will be affected. Although there remains significant uncertainty surrounding the COVID-19 pandemic for global and regional economies, its overall impact is gradually declining. As of the date of issuance of the condensed 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. Change in Accounting Estimate In the third quarter of 2022, the Company completed its quarterly assessment of paying user life estimate, which is used for revenue recognition of durable virtual items and calculated based on historical monthly retention data for each paying user cohort to project future participation on the Roblox Platform. Based on this assessment, the Company updated its paying user life estimate to 28 months in the third quarter of 2022 compared to the previous estimate of 25 months, which was updated from 23 months in the first quarter of 2022. Based on the carrying amount of deferred revenue and deferred cost of revenue as of June 30, 2022, the change resulted in a decrease in revenue of $111.0 million and a decrease in cost of revenue of $25.5 million during the three months ended September 30, 2022. In 2021, the Company’s paying user life estimate was 23 months. Based on the carrying amount of deferred revenue and deferred cost of revenue as of December 31, 2021, the changes in estimates discussed above resulted in a decrease in revenue of $329.7 million and a decrease in cost of revenue of $76.4 million during the nine months ended September 30, 2022. It is estimated that these changes in estimates will decrease our fiscal 2022 revenue and cost of revenue by $344.9 million and $79.3 million, respectively. |
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 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 payments from users. As of September 30, 2022, and December 31, 2021, two distribution channels accounted for 57% and 54% of the Company’s accounts receivable, respectively. One of the distribution channels accounted for 27% and 19% of the Company’s accounts receivable as of September 30, 2022 and December 31, 2021, respectively. The second distribution channel accounted for 30% and 35% of the Company’s accounts receivable as of September 30, 2022 and December 31, 2021, respectively. One distribution channel processed 31% and 32% of the Company’s overall revenue transactions for the three and nine months ended September 30, 2022, respectively and 35% for each of the three and nine months ended September 30, 2021. A second distribution channel processed 18% and 19% of the Company’s overall revenue transactions for the three and nine months ended September 30, 2022, respectively and 19% for each of the three and nine months ended September 30, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 the Company’s condensed 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, or ROU 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 5, “Leases” to the Notes to Condensed 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, the effective date and did not have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, or 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 intra period 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 condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company is in the process of reviewing all issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such accounting pronouncements will cause a material impact on its condensed consolidated financial statements. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disaggregation of Revenue [Abstract] | |
Summary of Revenue Disaggregated By Geography | The following table summarizes revenue by region based on the billing country of users (in thousands, except percentages): Three Months Ended September 30, 2022 2021 Amount Percentage Amount Percentage United States and Canada (1) $ 341,519 66 % $ 345,611 68 % Europe 92,347 18 94,522 19 Asia-Pacific, including Australia and New Zealand 48,573 9 37,529 7 Rest of world 35,268 7 31,674 6 Total $ 517,707 100 % $ 509,336 100 % Nine Months Ended September 30, 2022 2021 Amount Percentage Amount Percentage United States and Canada (1) $ 1,088,535 66 % $ 919,322 68 % Europe 299,860 18 252,166 19 Asia-Pacific, including Australia and New Zealand 147,568 9 98,891 7 Rest of world 110,085 7 80,033 6 Total $ 1,646,048 100 % $ 1,350,412 100 % (1) The Company’s revenues in the U.S. were 62% of consolidated net revenues for each of the three and nine months ended September 30, 2022, respectively and 64% for each of the three and nine months ended September 30, 2021. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Non-cancelable Operating Leases | The following table presents maturity of lease liabilities under the Company’s non-cancelable operating leases as of September 30, 2022 (in thousands): Remainder of 2022 $ 18,579 2023 56,384 2024 98,494 2025 87,564 2026 74,055 Thereafter 286,514 Total lease payments $ 621,590 Less: interest (1) 131,022 Present value of lease liabilities $ 490,568 (1) Calculated using the interest rate for each lease. |
Summary of Supplemental Information | The following table presents supplemental information for leases that have commenced as of and for the nine months ended September 30, 2022 (in thousands, except for weighted average and percentage data): Weighted average remaining lease term 8.12 Weighted average discount rate 5.0% Cash paid for amounts included in the measurement of lease liabilities (1) $ 47,546 Lease liabilities arising from obtaining new ROU assets (2) $ 279,712 (1) Excludes $1.2 million of leasehold incentives received from the landlord. (2) Includes $125.5 million in line with the original commitment, relating to office space in San Mateo, California, for which possession was obtained during the second quarter of 2022, with a term of approximately 13 years, with two renewal options of 5 years each. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets, Related to Our 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 As of Financial Instrument Fair Value September 30, 2022 December 31, 2021 Financial Assets: Money Market funds classified as cash equivalents Level 1 $ 1,845,626 $ 2,853,055 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Aggregate Purchase Consideration | The aggregate purchase consideration for Hamul was comprised of the following (in thousands): Fair Value Cash paid $ 9,185 Common stock issued 4,009 Replacement awards attributable to pre-acquisition service 6,129 Total purchase price $ 19,323 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 |
Summary 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 Hamul Acquisition Date (in thousands): April 1, 2022 Cash and cash equivalents $ 3,020 Goodwill 12,382 Identified intangible assets 4,500 Deferred tax liabilities (579) Total purchase price $ 19,323 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 Guilded 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 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The following table presents details of the identifiable assets acquired at the Hamul Acquisition Date (in thousands): Carrying Estimated Useful Life (Years) Developed Technology $ 4,500 5 Total $ 4,500 The following table presents details of the identifiable assets acquired at the Guilded Acquisition Date (in thousands): Carrying 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) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table represents the changes to goodwill during the nine months ended September 30, 2022 (in thousands): Carrying Balance as of December 31, 2021 $ 118,071 Addition from acquisition 12,382 Balance as of September 30, 2022 $ 130,453 |
Schedule of Finite-Lived Intangible Assets | The following tables present details of the Company’s intangible assets as of September 30, 2022 and December 31, 2021 (in thousands): As of September 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Intangible assets with finite lives Developed Technology $ 66,559 $ (20,662) $ 45,897 Assembled Workforce 10,000 (3,208) 6,792 Trade Name 500 (108) 392 Total Intangible Assets $ 77,059 $ (23,978) $ 53,081 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 |
Schedule of Expected Future Amortization Expenses Related to the Intangible Assets | The expected future amortization expenses related to the intangible assets as of September 30, 2022 were as follows (in thousands): Remainder of 2022 $ 4,162 2023 16,649 2024 15,596 2025 12,936 2026 3,513 Thereafter 225 Total remaining amortization $ 53,081 |
Other Balance Sheet Components
Other Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Balance Sheet Components [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of September 30, December 31, Prepaid expenses $ 60,148 $ 27,671 Other current assets 12,777 4,420 Total prepaid expenses and other current assets $ 72,925 $ 32,091 |
Summary of Property And Equipment, Net | Property and equipment, net, consisted of the following (in thousands): As of September 30, December 31, Servers and related equipment $ 651,613 $ 361,227 Computer hardware and software 21,729 16,154 Furniture and fixtures 424 179 Leasehold improvement 57,197 30,482 Construction in progress 23,651 16,837 Total property and equipment $ 754,614 $ 424,879 Less accumulated depreciation and amortization (228,686) (153,527) Property and equipment—net $ 525,928 $ 271,352 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, December 31, General accrued expenses $ 130,765 $ 56,134 Short term operating lease liabilities 64,595 51,303 Accrued interest 2030 Notes 16,146 6,781 Taxes payable 45,671 43,286 Accrued compensation and other employee related liabilities 5,040 14,511 Other current liability 11,615 8,754 Total accrued expenses and other current liabilities $ 273,832 $ 180,769 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands): As of September 30, December 31, 2030 Notes Principal $ 1,000,000 $ 1,000,000 Unamortized issuance costs 11,337 12,277 Net carrying amount $ 988,663 $ 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 three and nine months ended September 30, 2022, the interest expense recognized in the condensed consolidated statements of operations related to the 2030 Notes was as follows (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Contractual interest expense $ 9,688 $ 28,956 Amortization of debt issuance costs 317 939 Total interest expense $ 10,005 $ 29,895 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Preferred Stock [Abstract] | |
Summary 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 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 $ 45.0 $ 45.0 535,000 534,286 Total 361,744 349,124 $ 870,654 $ 879,113 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Disclosure Details of Common Stock Shares Available for Future Issuance | The Company has reserved shares of common stock for future issuance as follows (in thousands): As of September 30, December 31, Stock options outstanding 53,412 63,267 RSUs outstanding 30,731 14,684 PSUs outstanding (CEO Long-Term Performance Award) 11,500 11,500 PSUs outstanding (2022 PSU Grants) 415 — Shares available for issuance under Equity Incentive Plan 61,748 52,811 2020 ESPP 11,093 5,809 Stock Warrants outstanding 264 324 Unregistered restricted stock awards outstanding 632 468 Total 169,795 148,863 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation Expense | Stock-based compensation expense included in the condensed consolidated statements of operations data above was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Infrastructure and trust & safety $ 14,948 $ 8,597 $ 39,959 $ 22,082 Research and development 111,450 56,423 279,978 139,643 General and administrative 28,327 20,963 82,096 51,139 Sales and marketing 6,634 3,336 18,009 8,858 Total stock-based compensation $ 161,359 $ 89,319 $ 420,042 $ 221,722 |
Summary of Summarizes the Company's Stock Option Activity | The following table summarizes the Company’s stock option activity (in thousands, except per share data and remaining contractual term): Options Outstanding Number of Weighted- Remaining Aggregate Balances as of December 31, 2021 63,267 $ 2.82 6.97 $ 6,348,395 Granted — — Cancelled (1,679) $ 4.01 Exercised (8,176) $ 2.41 Balances as of September 30, 2022 53,412 $ 2.84 6.24 $ 1,762,455 Vested and exercisable as of September 30, 2022 38,496 $ 2.29 5.79 $ 1,291,511 Vested and expected to vest at September 30, 2022 53,412 $ 2.84 6.24 $ 1,762,455 |
Summary of Company's Restricted Stock Units and Unregistered Restricted Stock Awards Activity | The following table summarizes the Company’s restricted stock units 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, 2021 14,684 $ 68.03 468 $ 57.37 Granted 22,954 $ 41.83 298 $ 45.99 Released (5,575) $ 61.23 (134) $ 60.52 Cancelled (1,333) $ 58.81 — — Unvested as of September 30, 2022 30,731 $ 50.09 632 $ 51.33 |
Summary of Measured Based on An Average of Our Stock Price | 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 |
Summary of Employee Stock Purchase Plan | The following table summarizes the weighted-average assumptions used in estimating the fair value of 2020 ESPP for the offering period in effect using the Black-Scholes option-pricing model: Nine Months Ended September 30, 2022 Risk-free interest rate 3.25 % - 3.35% Expected volatility 62.8 % - 81.51% Dividend yield —% Expected terms (in years) 0.51 - 2.01 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary 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): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Basic and diluted net loss per share Numerator Consolidated net loss $ (301,902) $ (77,190) $ (642,656) $ (356,223) Less: net loss attributable to noncontrolling interest (4,104) (3,188) (8,216) (7,870) Net loss attributable to common stockholders $ (297,798) $ (74,002) $ (634,440) $ (348,353) Denominator Weighted-average common shares used in per share computation, basic and diluted 597,779 575,932 593,452 480,357 Net loss per share, basic and diluted $ (0.50) $ (0.13) $ (1.07) $ (0.73) |
Summary of Computation of Diluted Net Loss Per Share | The potential shares of common stock that were excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2022 and 2021 because including them would have been anti-dilutive are as follows (in thousands): As of Three and Nine Months Ended September 30, 2022 2021 Stock options outstanding 53,412 69,847 RSUs outstanding 30,731 10,844 Stock warrants outstanding 264 324 Convertible Preferred Stock outstanding — — Unregistered restricted stock awards outstanding 632 500 2020 ESPP 2,270 678 Total 87,309 82,193 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 USD ($) mo | Jun. 30, 2022 mo | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 mo | ||
Disaggregation of Revenue [Line Items] | ||||||||
Average lifetime of a paying user | mo | 28 | 25 | 23 | |||||
Decrease in revenue | $ (517,707) | $ (509,336) | $ (1,646,048) | $ (1,350,412) | ||||
Decrease in cost of revenue | [1] | (126,437) | (130,015) | (405,226) | (344,882) | |||
Revenue Benchmark | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Decrease in revenue | $ (517,707) | $ (509,336) | $ (1,646,048) | $ (1,350,412) | ||||
Customer Concentration Risk | Two Distribution Channels | Accounts Receivable | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Percentage of revenue | 57% | 54% | ||||||
Customer Concentration Risk | One Distribution Channel | Accounts Receivable | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Percentage of revenue | 27% | 19% | ||||||
Customer Concentration Risk | One Distribution Channel | Revenue Benchmark | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Percentage of revenue | 31% | 35% | 32% | 35% | ||||
Customer Concentration Risk | Second Distribution Channel | Accounts Receivable | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Percentage of revenue | 30% | 35% | ||||||
Customer Concentration Risk | Second Distribution Channel | Revenue Benchmark | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Percentage of revenue | 18% | 19% | 19% | 19% | ||||
Service Life | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Decrease in revenue | $ 111,000 | $ 329,700 | ||||||
Decrease in cost of revenue | $ 25,500 | $ 76,400 | ||||||
Service Life | Forecast | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Decrease in revenue | $ 344,900 | |||||||
Decrease in cost of revenue | $ 79,300 | |||||||
[1]Depreciation of servers and infrastructure equipment included in infrastructure and trust & safety. |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Summary of Revenue Disaggregated By Geography (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 517,707 | $ 509,336 | $ 1,646,048 | $ 1,350,412 |
Revenue Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 517,707 | $ 509,336 | $ 1,646,048 | $ 1,350,412 |
Revenue Benchmark | Geographic Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of revenue | 100% | 100% | 100% | 100% |
Revenue Benchmark | United States and Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 341,519 | $ 345,611 | $ 1,088,535 | $ 919,322 |
Revenue Benchmark | United States and Canada | Geographic Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of revenue | 66% | 68% | 66% | 68% |
Revenue Benchmark | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 92,347 | $ 94,522 | $ 299,860 | $ 252,166 |
Revenue Benchmark | Europe | Geographic Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of revenue | 18% | 19% | 18% | 19% |
Revenue Benchmark | Asia-Pacific, including Australia and New Zealand | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 48,573 | $ 37,529 | $ 147,568 | $ 98,891 |
Revenue Benchmark | Asia-Pacific, including Australia and New Zealand | Geographic Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of revenue | 9% | 7% | 9% | 7% |
Revenue Benchmark | Rest of world | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 35,268 | $ 31,674 | $ 110,085 | $ 80,033 |
Revenue Benchmark | Rest of world | Geographic Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of revenue | 7% | 6% | 7% | 6% |
Revenue Benchmark | U.S | Geographic Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of revenue | 62% | 64% | 62% | 64% |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Payment remittance term (within) | 30 days | ||||
Deferred revenue, revenue recognized | $ 427,500 | $ 421,900 | $ 1,176,400 | $ 835,200 | |
Deferred revenue—current portion | $ 1,750,860 | $ 1,750,860 | $ 1,758,022 | ||
Revenue Benchmark | Durable virtual items | Product Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of revenue | 89% | 90% | 90% | 88% | |
Revenue Benchmark | Consumable virtual items | Product Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of revenue | 11% | 10% | 10% | 12% |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 11, 2022 USD ($) ft² option | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Operating lease expense | $ 25,000 | $ 13,900 | $ 63,600 | $ 38,700 | ||
Operating lease liabilities current | 64,595 | 64,595 | $ 51,303 | |||
Operating lease liabilities | 425,973 | 425,973 | $ 194,616 | |||
Operating Lease, Lease Not Yet Commenced | ||||||
Operating lease, lease not yet commenced, liability to be paid | $ 378,200 | $ 378,200 | ||||
New Lease In San Mateo, California | ||||||
Operating lease, lease not yet commenced, liability to be paid | $ 212,500 | |||||
Lessee, lease not yet commenced, term of contract | 12 years | |||||
Additional leased space (in square feet) | ft² | 218,554 | |||||
Number of renewal options | option | 2 | |||||
Operating lease, renewal term | 5 years | |||||
Expected proceeds from tenant improvement allowance | $ 22,900 | |||||
Minimum | Operating Lease, Lease Not Yet Commenced | ||||||
Lessee, lease not yet commenced, term of contract | 3 years | 3 years | ||||
Maximum | Operating Lease, Lease Not Yet Commenced | ||||||
Lessee, lease not yet commenced, term of contract | 12 years | 12 years |
Leases - Summary of Non-cancela
Leases - Summary of Non-cancelable Operating Leases (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 18,579 |
2023 | 56,384 |
2024 | 98,494 |
2025 | 87,564 |
2026 | 74,055 |
Thereafter | 286,514 |
Total lease payments | 621,590 |
Less: interest | 131,022 |
Present value of lease liabilities | $ 490,568 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Information (Detail) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Jun. 30, 2022 option | Mar. 11, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Weighted average remaining lease term | 8 years 1 month 13 days | ||
Weighted average discount rate | 5% | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 47,546 | ||
Lease liabilities arising from obtaining new ROU assets | 279,712 | ||
Leasehold incentive received | 1,200 | ||
Operating leases, original commitment | $ 621,590 | ||
New Lease In San Mateo, California | |||
Lessee, Lease, Description [Line Items] | |||
Operating leases, original commitment | $ 125,500 | ||
Operating lease term | 13 years | ||
Number of renewal options | option | 2 | ||
Operating lease, renewal term | 5 years |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Outstanding preferred stock warrants (in shares) | 0 | 0 |
Fair Value, Inputs, Level 2 | Long-term Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities fair value disclosure | $ 815,800,000 | $ 1,016,200,000 |
Debt instrument, trading price | $ 81.58 | $ 101.62 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets, Related to Our Financial Instruments, Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Money Market Funds | Level 1 | ||
FairValueAssetsMeasuredOnRecurringBasis [Line Items] | ||
Money Market funds classified as cash equivalents | $ 1,845,626 | $ 2,853,055 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Apr. 01, 2022 USD ($) shares | Aug. 16, 2021 USD ($) shares | Dec. 31, 2021 USD ($) 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 | $ 8,500 | ||
Finite lived intangible assets acquired weighted remaining useful lives | 3 years | ||
Hamul | |||
Business Combination and Asset Acquisition [Line Items] | |||
Purchase price | $ 19,323 | ||
Payment of cash to acquire business | 9,185 | ||
Business combination unrecognized share based combination acquiree | $ 7,600 | ||
Business combination unrecognized share based combination acquiree period of recognition | 3 years | ||
Finite lived intangible assets acquired weighted remaining useful lives | 5 years | ||
Hamul | Common Class A | |||
Business Combination and Asset Acquisition [Line Items] | |||
Business combination equity issued (in shares) | shares | 385,093 | ||
Business combination fair value of equity issued or issuable | $ 4,000 | ||
Guilded | |||
Business Combination and Asset Acquisition [Line Items] | |||
Purchase price | $ 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 | 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 |
Acquisitions - Summary of Aggre
Acquisitions - Summary of Aggregate Purchase Consideration (Detail) - USD ($) $ in Thousands | Apr. 01, 2022 | Aug. 16, 2021 |
Hamul | ||
Business Acquisition [Line Items] | ||
Cash paid | $ 9,185 | |
Common stock issued | 4,009 | |
Replacement awards attributable to pre-acquisition service | 6,129 | |
Total purchase price | $ 19,323 | |
Guilded | ||
Business Acquisition [Line Items] | ||
Cash paid | $ 46,285 | |
Common stock issued | 22,744 | |
Replacement awards attributable to pre-acquisition service | 8,530 | |
Total purchase price | $ 77,559 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Apr. 01, 2022 | Dec. 31, 2021 | Aug. 16, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 130,453 | $ 118,071 | ||
Hamul | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 3,020 | |||
Goodwill | 12,382 | |||
Identified intangible assets | 4,500 | |||
Deferred tax liabilities | (579) | |||
Total purchase price | $ 19,323 | |||
Guilded | ||||
Business Acquisition [Line Items] | ||||
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 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquired Finite-Lived Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | Apr. 01, 2022 | Aug. 16, 2021 |
Hamul | ||
Business Acquisition [Line Items] | ||
Identified intangible assets | $ 4,500 | |
Estimated Useful Life (Years) | 5 years | |
Hamul | Developed Technology | ||
Business Acquisition [Line Items] | ||
Identified intangible assets | $ 4,500 | |
Guilded | ||
Business Acquisition [Line Items] | ||
Identified intangible assets | $ 19,600 | |
Guilded | Developed Technology | ||
Business Acquisition [Line Items] | ||
Identified intangible assets | $ 19,100 | |
Estimated Useful Life (Years) | 5 years | |
Guilded | Trade Name | ||
Business Acquisition [Line Items] | ||
Identified intangible assets | $ 500 | |
Estimated Useful Life (Years) | 5 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 118,071 |
Addition from acquisition | 12,382 |
Ending balance | $ 130,453 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 77,059 | $ 71,059 |
Accumulated Amortization | (23,978) | (11,966) |
Net Carrying Amount | 53,081 | 59,093 |
Developed Technology | ||
Goodwill and Intangible Assets [Line Items] | ||
Gross Carrying Amount | 66,559 | 62,059 |
Accumulated Amortization | (20,662) | (11,233) |
Net Carrying Amount | 45,897 | 50,826 |
Assembled Workforce | ||
Goodwill and Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,000 | 8,500 |
Accumulated Amortization | (3,208) | (708) |
Net Carrying Amount | 6,792 | 7,792 |
Trade Name | ||
Goodwill and Intangible Assets [Line Items] | ||
Gross Carrying Amount | 500 | 500 |
Accumulated Amortization | (108) | (25) |
Net Carrying Amount | $ 392 | $ 475 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Indefinite-lived intangible assets | $ 0.6 | $ 0.6 | $ 0.6 | ||
Amortization expense | $ 4.2 | $ 2.7 | $ 12 | $ 6.9 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Expected Future Amortization Expenses Related to the Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 4,162 | |
2023 | 16,649 | |
2024 | 15,596 | |
2025 | 12,936 | |
2026 | 3,513 | |
Thereafter | 225 | |
Net Carrying Amount | $ 53,081 | $ 59,093 |
Other Balance Sheet Component_2
Other Balance Sheet Components - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Other Balance Sheet Components [Abstract] | |||||
Restricted cash | $ 0 | $ 0 | $ 0 | ||
Depreciation expense | $ 29,800,000 | $ 16,300,000 | $ 75,500,000 | $ 46,500,000 |
Other Balance Sheet Component_3
Other Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Balance Sheet Components [Abstract] | ||
Prepaid expenses | $ 60,148 | $ 27,671 |
Other current assets | 12,777 | 4,420 |
Total prepaid expenses and other current assets | $ 72,925 | $ 32,091 |
Other Balance Sheet Component_4
Other Balance Sheet Components - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 754,614 | $ 424,879 |
Less accumulated depreciation and amortization | (228,686) | (153,527) |
Property and equipment—net | 525,928 | 271,352 |
Servers and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 651,613 | 361,227 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 21,729 | 16,154 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 424 | 179 |
Leasehold improvement | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 57,197 | 30,482 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,651 | $ 16,837 |
Other Balance Sheet Component_5
Other Balance Sheet Components - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Balance Sheet Components [Abstract] | ||
General accrued expenses | $ 130,765 | $ 56,134 |
Short term operating lease liabilities | 64,595 | 51,303 |
Accrued interest 2030 Notes | 16,146 | 6,781 |
Taxes payable | 45,671 | 43,286 |
Accrued compensation and other employee related liabilities | 5,040 | 14,511 |
Other current liability | 11,615 | 8,754 |
Total accrued expenses and other current liabilities | $ 273,832 | $ 180,769 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - Unsecured Debt - 2030 Notes - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 29, 2021 |
Debt Instrument [Line Items] | |||
Principal | $ 1,000,000 | $ 1,000,000 | |
Unamortized issuance costs | 11,337 | 12,277 | $ 12,500 |
Net carrying amount | $ 988,663 | $ 987,723 |
Debt - Additional Information (
Debt - Additional Information (Details) - 2030 Notes - Unsecured Debt - USD ($) $ in Thousands | Oct. 29, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Short-term Debt [Line Items] | |||
Debt instrument, aggregated principal amount | $ 1,000,000 | ||
Interest rate | 3.875% | ||
Proceeds from debt, net of issuance costs | $ 987,500 | ||
Unamortized issuance costs | $ 12,500 | $ 11,337 | $ 12,277 |
Effective interest rate | 4.05% | ||
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% | ||
Debt instrument, redemption price, percentage | 103.875% | ||
Debt instrument, redemption terms, threshold percentage of principal amount outstanding | 50% | ||
Debt instrument, redemption terms, period | 180 days | ||
Redemption Period, at Any Time Prior to November 1, 2024 | |||
Short-term Debt [Line Items] | |||
Debt instrument, redemption price, percentage | 100% | ||
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% | ||
Debt Instrument, redemption terms, period following purchase date (not more than) | 30 days | ||
Redemption Period, in Connection with Tender Offer | Minimum | |||
Short-term Debt [Line Items] | |||
Debt Instrument, redemption terms, prior notice period | 10 days | ||
Redemption Period, in Connection with Tender Offer | Maximum | |||
Short-term Debt [Line Items] | |||
Debt Instrument, redemption terms, prior notice period | 60 days | ||
Redemption Period, Certain Circumstances Involving Change of Control Event | |||
Short-term Debt [Line Items] | |||
Debt instrument, redemption price, percentage | 101% |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instrument Redemption (Details) - 2030 Notes - Unsecured Debt | 9 Months Ended |
Sep. 30, 2022 | |
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% |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Total interest expense | $ 10,005 | $ 0 | $ 29,895 | $ 0 |
2030 Notes | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 9,688 | 28,956 | ||
Amortization of debt issuance costs | 317 | 939 | ||
Total interest expense | $ 10,005 | $ 29,895 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding, amount | $ 9.9 | $ 9.9 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Mar. 09, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | |
Series H | |||
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 of one class into common stock of another class (in shares) | 57,300,000 | ||
Common Class B | Affiliated Entity | |||
Convertible Preferred Stock [Line Items] | |||
Conversion of common stock of one class into common stock of another class (in shares) | 57,300,000 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Convertible Preferred Stock Outstanding (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | |
Mar. 09, 2021 | Jan. 31, 2021 | |
Convertible Preferred Stock [Line Items] | ||
Shares authorized (in shares) | 361,744 | |
Shares outstanding (in shares) | 349,124 | |
Aggregate Liquidation Preference | $ 870,654 | |
Carrying Value of Preferred | $ 879,113 | |
A | ||
Convertible Preferred Stock [Line Items] | ||
Shares authorized (in shares) | 28,000 | |
Shares outstanding (in shares) | 16,358 | |
Per share price at issuance (in dollars per share) | $ 0.02 | |
Per share conversion price (in dollars per share) | $ 0.02 | |
Aggregate Liquidation Preference | $ 327 | |
Carrying Value of Preferred | $ 313 | |
B | ||
Convertible Preferred Stock [Line Items] | ||
Shares authorized (in shares) | 45,532 | |
Shares outstanding (in shares) | 45,532 | |
Per share price at issuance (in dollars per share) | $ 0.03 | |
Per share conversion price (in dollars per share) | $ 0.03 | |
Aggregate Liquidation Preference | $ 1,070 | |
Carrying Value of Preferred | $ 1,054 | |
C | ||
Convertible Preferred Stock [Line Items] | ||
Shares authorized (in shares) | 95,290 | |
Shares outstanding (in shares) | 95,290 | |
Per share price at issuance (in dollars per share) | $ 0.03 | |
Per share conversion price (in dollars per share) | $ 0.03 | |
Aggregate Liquidation Preference | $ 2,935 | |
Carrying Value of Preferred | $ 4,150 | |
D | ||
Convertible Preferred Stock [Line Items] | ||
Shares authorized (in shares) | 54,860 | |
Shares outstanding (in shares) | 54,215 | |
Per share price at issuance (in dollars per share) | $ 0.04 | |
Per share conversion price (in dollars per share) | $ 0.04 | |
Aggregate Liquidation Preference | $ 2,150 | |
Carrying Value of Preferred | $ 2,097 | |
D-1 | ||
Convertible Preferred Stock [Line Items] | ||
Shares authorized (in shares) | 44,706 | |
Shares outstanding (in shares) | 44,706 | |
Per share price at issuance (in dollars per share) | $ 0.09 | |
Per share conversion price (in dollars per share) | $ 0.09 | |
Aggregate Liquidation Preference | $ 4,172 | |
Carrying Value of Preferred | $ 12,998 | |
E | ||
Convertible Preferred Stock [Line Items] | ||
Shares authorized (in shares) | 24,340 | |
Shares outstanding (in shares) | 24,340 | |
Per share price at issuance (in dollars per share) | $ 1.03 | |
Per share conversion price (in dollars per share) | $ 1.03 | |
Aggregate Liquidation Preference | $ 25,000 | |
Carrying Value of Preferred | $ 24,906 | |
F | ||
Convertible Preferred Stock [Line Items] | ||
Shares authorized (in shares) | 33,149 | |
Shares outstanding (in shares) | 33,149 | |
Per share price at issuance (in dollars per share) | $ 4.53 | |
Per share conversion price (in dollars per share) | $ 4.53 | |
Aggregate Liquidation Preference | $ 150,000 | |
Carrying Value of Preferred | $ 149,640 | |
G | ||
Convertible Preferred Stock [Line Items] | ||
Shares authorized (in shares) | 23,645 | |
Shares outstanding (in shares) | 23,645 | |
Per share price at issuance (in dollars per share) | $ 6.34 | |
Per share conversion price (in dollars per share) | $ 6.34 | |
Aggregate Liquidation Preference | $ 150,000 | |
Carrying Value of Preferred | $ 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 (Detail) | 9 Months Ended | |||
Sep. 30, 2022 vote $ / shares shares | Sep. 30, 2021 shares | Dec. 31, 2021 shares | Mar. 09, 2021 shares | |
Class of Stock [Line Items] | ||||
Shares authorized (in shares) | 361,744,000 | |||
Common stock, shares authorized (in shares) | 5,000,000,000 | 5,000,000,000 | ||
Common stock, conversion ratio | 1 | |||
Term of conversion, threshold percentage of common stock outstanding | 66.67% | |||
Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Shares authorized (in shares) | 100,000,000 | |||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 4,935,000,000 | 4,935,000,000 | ||
Common Class A | Certificate Of Incorporation Restated | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 4,935,000,000 | |||
Common stock, voting rights per share | vote | 1 | |||
Common Class B | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 65,000,000 | 65,000,000 | ||
Maximum percentage of stock outstanding of a particular class before which shares of another class are converted into this class | 30% | |||
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) | 0 | 3,700,000 | ||
Common Class B | Certificate Of Incorporation Restated | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 65,000,000 | |||
Common stock, voting rights per share | vote | 20 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Disclosure of Future Issuance (Detail) - shares shares in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock shares reserved for future issuance (in shares) | 169,795 | 148,863 |
Stock options outstanding | ||
Class of Stock [Line Items] | ||
Common stock shares reserved for future issuance (in shares) | 53,412 | 63,267 |
RSUs outstanding | ||
Class of Stock [Line Items] | ||
Common stock shares reserved for future issuance (in shares) | 30,731 | 14,684 |
PSUs outstanding | CEO Long-Term Performance Award | ||
Class of Stock [Line Items] | ||
Common stock shares reserved for future issuance (in shares) | 11,500 | 11,500 |
PSUs outstanding | 2022 PSU Grants | ||
Class of Stock [Line Items] | ||
Common stock shares reserved for future issuance (in shares) | 415 | 0 |
Shares available for issuance under Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Common stock shares reserved for future issuance (in shares) | 61,748 | 52,811 |
2020 ESPP | ||
Class of Stock [Line Items] | ||
Common stock shares reserved for future issuance (in shares) | 11,093 | 5,809 |
Stock Warrants outstanding | ||
Class of Stock [Line Items] | ||
Common stock shares reserved for future issuance (in shares) | 264 | 324 |
Unregistered restricted stock awards outstanding | ||
Class of Stock [Line Items] | ||
Common stock shares reserved for future issuance (in shares) | 632 | 468 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2021 USD ($) tranche $ / shares | Feb. 28, 2021 USD ($) tranche $ / shares shares | Sep. 30, 2022 USD ($) acquisition period tranche $ / shares shares | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) acquisition period tranche $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2020 shares | Dec. 31, 2017 | Dec. 31, 2004 | Dec. 31, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved for future issuance (in shares) | shares | 169,795,000 | 169,795,000 | 148,863,000 | |||||||||
Share based payment arrangement, unvested award options, cost not yet recognized, amount | $ 103,200 | $ 103,200 | ||||||||||
Share based compensation by share based payment arrangement options granted (in shares) | shares | 0 | 0 | ||||||||||
Allocated share based compensation | $ 161,359 | $ 89,319 | $ 420,042 | $ 221,722 | ||||||||
Two Thousand and Twenty 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% | |||||||||||
Percentage of voting stock eligible for options | 10% | |||||||||||
Two Thousand and Twenty 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 | |||||||||||
Two Thousand and Twenty Employee Stock Purchase Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Allocated share based compensation | $ 6,800 | 3,100 | $ 17,800 | 6,500 | ||||||||
Two Thousand and Twenty 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% | |||||||||||
Common stock shares reserved for future issuance (in shares) | shares | 6,000,000 | |||||||||||
Offering period, employee stock purchase plan | 24 months | |||||||||||
Number of purchase periods, employee stock purchase plan | acquisition | 4,000 | 4,000 | ||||||||||
Purchase period, employee stock purchase plan | 6 months | |||||||||||
Maximum | Two Thousand and Twenty Equity Incentive Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based payment arrangement contractual term | 10 years | |||||||||||
Holders of Ten Percent or More of The Voting Equity Capital | Two Thousand and Twenty Equity Incentive Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based payment arrangement contractual term | 5 years | |||||||||||
Holders of Ten Percent or More of The Voting Equity Capital | Minimum | Two Thousand and Twenty 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% | |||||||||||
Options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved for future issuance (in shares) | shares | 53,412,000 | 53,412,000 | 63,267,000 | |||||||||
Share based payment arrangement, unvested award, period for recognition | 1 year 10 months 24 days | |||||||||||
Options | Two Thousand and Four Incentive Stock Option 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 | Two Thousand and Seventeen 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% | |||||||||||
Share based compensation by share based payment arrangement number of shares available for issuance (in shares) | shares | 0 | 0 | ||||||||||
Options | Minimum | Two Thousand and Four Incentive Stock Option 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% | |||||||||||
Options | Maximum | Two Thousand and Four Incentive Stock Option Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based payment arrangement contractual term | 10 years | |||||||||||
Options | Maximum | Two Thousand and Seventeen 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 | 10 years | |||||||||||
Options | Holders of Ten Percent or More of The Voting Equity Capital | Two Thousand and Four Incentive Stock Option Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage of voting stock eligible for options | 10% | |||||||||||
Share based compensation by share based payment arrangement contractual term | 5 years | |||||||||||
Options | Holders of Ten Percent or More of The Voting Equity Capital | Two Thousand and Seventeen 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 | 5 years | |||||||||||
Options | Holders of Ten Percent or More of The Voting Equity Capital | Minimum | Two Thousand and Four Incentive Stock Option 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% | |||||||||||
Options | Holders of Ten Percent or More of The Voting Equity Capital | Minimum | Two Thousand and Seventeen 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% | |||||||||||
RSUs outstanding | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved for future issuance (in shares) | shares | 30,731,000 | 30,731,000 | 14,684,000 | |||||||||
Share based payment arrangement, unvested award, period for recognition | 3 years 2 months 12 days | |||||||||||
Unrecognized compensation, equity instruments other than options | $ 1,485,900 | $ 1,485,900 | ||||||||||
Allocated share based compensation | $ 21,300 | |||||||||||
Service period | 4 years | |||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 50.09 | $ 50.09 | $ 68.03 | |||||||||
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 41.83 | |||||||||||
RSUs outstanding | 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 | $ 153,600 | $ 153,600 | ||||||||
Allocated share based compensation | $ 12,300 | $ 12,300 | $ 36,500 | $ 29,700 | ||||||||
Share based compensation by share based payment arrangement maximum number of shares per employee (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 | ||||||||||
Share-based payment arrangement, number of tranches | tranche | 7 | 7 | ||||||||||
RSUs outstanding | Minimum | 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 | |||||||||||
RSUs outstanding | Maximum | 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 | |||||||||||
Restricted Stock Awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share based payment arrangement, unvested award, period for recognition | 2 years | |||||||||||
Unrecognized compensation, equity instruments other than options | $ 13,800 | $ 13,800 | ||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 51.33 | $ 51.33 | $ 57.37 | |||||||||
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 45.99 | |||||||||||
Employee Stock Purchase Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based payment arrangement contractual term | 24 months | 24 months | ||||||||||
Plan modification, incremental cost | $ 5,100 | $ 4,700 | ||||||||||
Performance-Based Restricted Stock Units (RSUs) | 2022 PSU Grants | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Unrecognized compensation, equity instruments other than options | 7,000 | $ 7,000 | ||||||||||
Allocated share based compensation | $ 1,000 | $ 2,000 | ||||||||||
PSU target number of shares (in shares) | shares | 207,284 | 207,284 | ||||||||||
Performance stock units, performance period | 3 years | |||||||||||
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 43.13 | |||||||||||
Estimated total share-based payment expense | $ 8,900 | $ 8,900 | ||||||||||
Share-based payment award, number of measurement periods | period | 5 | 5 | ||||||||||
Performance-Based Restricted Stock Units (RSUs) | Minimum | 2022 PSU Grants | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage of shares earned of the target number of shares | 0% | 0% | ||||||||||
Performance-Based Restricted Stock Units (RSUs) | Maximum | 2022 PSU Grants | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage of shares earned of the target number of shares | 200% | 200% |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation | $ 161,359 | $ 89,319 | $ 420,042 | $ 221,722 |
Infrastructure and trust & safety | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation | 14,948 | 8,597 | 39,959 | 22,082 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation | 111,450 | 56,423 | 279,978 | 139,643 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation | 28,327 | 20,963 | 82,096 | 51,139 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation | $ 6,634 | $ 3,336 | $ 18,009 | $ 8,858 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Company's Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Shares Subject to Options | |||
Beginning balance (in shares) | 63,267,000 | ||
Granted (in shares) | 0 | 0 | |
Cancelled (in shares) | (1,679,000) | ||
Exercised (in shares) | (8,176,000) | ||
Ending balance (in shares) | 53,412,000 | 53,412,000 | 63,267,000 |
Exercisable (in shares) | 38,496,000 | 38,496,000 | |
Vested and expected to vest (in shares) | 53,412,000 | 53,412,000 | |
Weighted- Average Exercise Price | |||
Beginning balance, weighted average exercise price (in dollars per share) | $ 2.82 | ||
Granted, weighted average exercise price (in dollars per share) | 0 | ||
Cancelled, weighted average exercise price (in dollars per share) | 4.01 | ||
Exercised, weighted average exercise price (in dollars per share) | 2.41 | ||
Ending balance, weighted average exercise price (in dollars per share) | $ 2.84 | 2.84 | $ 2.82 |
Exercisable, weighted average exercise price (in dollars per share) | 2.29 | 2.29 | |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 2.84 | $ 2.84 | |
Remaining contractual tern | 6 years 2 months 26 days | 6 years 11 months 19 days | |
Exercisable, remaining contractual term | 5 years 9 months 14 days | ||
Vested and expected to vest, remaining contractual term | 6 years 2 months 26 days | ||
Aggregate intrinsic value | $ 1,762,455 | $ 1,762,455 | $ 6,348,395 |
Exercisable, aggregate intrinsic value | 1,291,511 | 1,291,511 | |
Vested and expected to vest, aggregate intrinsic value | $ 1,762,455 | $ 1,762,455 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Company's Restricted Stock Units and Unregistered Restricted Stock Awards Activity (Detail) shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
RSUs outstanding | |
Number of Shares | |
Beginning balance (in shares) | shares | 14,684 |
Granted (in shares) | shares | 22,954 |
Released (in shares) | shares | (5,575) |
Cancelled (in shares) | shares | (1,333) |
Ending balance (in shares) | shares | 30,731 |
Weighted- Average grant date fair value | |
Beginning balance (in dollars per share) | $ / shares | $ 68.03 |
Granted (in dollars per share) | $ / shares | 41.83 |
Released (in dollars per share) | $ / shares | 61.23 |
Cancelled (in dollars per share) | $ / shares | 58.81 |
Ending balance (in dollars per share) | $ / shares | $ 50.09 |
Restricted Stock Awards | |
Number of Shares | |
Beginning balance (in shares) | shares | 468 |
Granted (in shares) | shares | 298 |
Released (in shares) | shares | (134) |
Cancelled (in shares) | shares | 0 |
Ending balance (in shares) | shares | 632 |
Weighted- Average grant date fair value | |
Beginning balance (in dollars per share) | $ / shares | $ 57.37 |
Granted (in dollars per share) | $ / shares | 45.99 |
Released (in dollars per share) | $ / shares | 60.52 |
Cancelled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 51.33 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of Measured Based on an Average of Our Stock Price (Detail) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle | $ / 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 | $ / 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 | $ / 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 | $ / 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 | $ / 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 | $ / 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 | $ / 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 - Su_5
Stock-based Compensation - Summary of Employee Stock Purchase Plan (Detail) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free interest rate, minimum | 3.25% |
Risk free interest rate, maximum | 3.35% |
Expected volatility rate, minimum | 62.80% |
Expected volatility rate, maximum | 81.51% |
Dividend yield | 0% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected terms (in years) | 6 months 3 days |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected terms (in years) | 2 years 3 days |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer contribution amount | $ 3.1 | $ 1.8 | $ 9.4 | $ 6 |
First Three Percent Contribution | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of match | 100% | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3% | |||
Next Two Percent Contribution | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of match | 50% | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 2% |
Joint Venture - Additional Info
Joint Venture - Additional Information (Detail) - Roblox China Holding Corp $ in Millions | Feb. 28, 2019 USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment ownership percentage | 51% |
Songhua River Investment Limited | |
Schedule of Equity Method Investments [Line Items] | |
Minority interest percentage in joint venture | 49% |
Songhua River Investment Limited | |
Schedule of Equity Method Investments [Line Items] | |
Contribution by non controlling interest to the joint venture | $ 50 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Common Share - Summary of Calculation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator | ||||
Consolidated net loss | $ (301,902) | $ (77,190) | $ (642,656) | $ (356,223) |
Less: net loss attributable to noncontrolling interests | (4,104) | (3,188) | (8,216) | (7,870) |
Net loss attributable to common stockholders | $ (297,798) | $ (74,002) | $ (634,440) | $ (348,353) |
Denominator | ||||
Weighted-average common shares used in per share computation, basic (in shares) | 597,779 | 575,932 | 593,452 | 480,357 |
Weighted-average common shares used in per share computation, diluted (in shares) | 597,779 | 575,932 | 593,452 | 480,357 |
Net loss per share, basic (in dollars per share) | $ (0.50) | $ (0.13) | $ (1.07) | $ (0.73) |
Net loss per share, diluted (in dollars per share) | $ (0.50) | $ (0.13) | $ (1.07) | $ (0.73) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Common Share - Summary of Computation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in share) | 87,309 | 82,193 | 87,309 | 82,193 |
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) | 53,412 | 69,847 | 53,412 | 69,847 |
RSUs outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in share) | 30,731 | 10,844 | 30,731 | 10,844 |
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) | 264 | 324 | 264 | 324 |
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 | 0 | 0 | 0 |
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) | 632 | 500 | 632 | 500 |
2020 ESPP | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in share) | 2,270 | 678 | 2,270 | 678 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Oct. 11, 2022 USD ($) |
Byfron Technologies, LLC | Subsequent Event | |
Subsequent Event [Line Items] | |
Purchase price | $ 19 |