Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36089 | |
Entity Registrant Name | RingCentral, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3322844 | |
Entity Address, Address Line One | 20 Davis Drive | |
Entity Address, City or Town | Belmont | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94002 | |
City Area Code | 650 | |
Local Phone Number | 472-4100 | |
Title of each class | Class A Common Stock | |
Trading Symbol(s) | RNG | |
Name of each exchange on which registered | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001384905 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock Outstanding (in shares) | 80,750,752 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock Outstanding (in shares) | 10,122,258 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 463,067 | $ 639,853 |
Accounts receivable, net | 166,852 | 176,034 |
Deferred and prepaid sales commission costs | 73,578 | 63,726 |
Prepaid expenses and other current assets | 40,206 | 46,516 |
Total current assets | 743,703 | 926,129 |
Property and equipment, net | 145,598 | 142,208 |
Operating lease right-of-use assets | 48,938 | 51,115 |
Long-term investments | 270,697 | 213,176 |
Deferred and prepaid sales commission costs, non-current | 680,988 | 667,779 |
Goodwill | 56,295 | 57,313 |
Acquired intangibles, net | 115,040 | 118,313 |
Other assets | 8,453 | 8,564 |
Total assets | 2,069,712 | 2,184,597 |
Current liabilities | ||
Accounts payable | 44,719 | 54,043 |
Accrued liabilities | 216,343 | 210,654 |
Current portion of convertible senior notes, net | 37,051 | 31,148 |
Deferred revenue | 146,245 | 142,223 |
Total current liabilities | 444,358 | 438,068 |
Convertible senior notes, net | 1,350,792 | 1,375,320 |
Operating lease liabilities | 36,070 | 38,722 |
Other long-term liabilities | 21,299 | 20,241 |
Total liabilities | 1,852,519 | 1,872,351 |
Commitments and contingencies (Note 8) | ||
Temporary equity (Note 6) | 4,125 | 3,787 |
Stockholders' equity | ||
Common stock | 9 | 9 |
Additional paid-in capital | 582,157 | 673,950 |
Accumulated other comprehensive income | 3,394 | 6,806 |
Accumulated deficit | (372,492) | (372,306) |
Total stockholders' equity | 213,068 | 308,459 |
Total liabilities, temporary equity and stockholders’ equity | $ 2,069,712 | $ 2,184,597 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | ||
Total revenues | $ 352,356 | $ 267,512 |
Cost of revenues | ||
Total cost of revenues | 96,981 | 73,444 |
Gross profit | 255,375 | 194,068 |
Operating expenses | ||
Research and development | 62,676 | 40,910 |
Sales and marketing | 179,249 | 131,312 |
General and administrative | 55,461 | 47,336 |
Total operating expenses | 297,386 | 219,558 |
Loss from operations | (42,011) | (25,490) |
Other income (expense), net | ||
Interest expense | (16,278) | (7,502) |
Other income (expense) | 58,543 | (27,517) |
Other income (expense), net | 42,265 | (35,019) |
Gain (loss) before income taxes | 254 | (60,509) |
Provision for income taxes | 440 | 212 |
Net loss | $ (186) | $ (60,721) |
Net loss per common share | ||
Diluted (in dollars per share) | $ 0 | $ (0.70) |
Basic (in dollars per share) | $ 0 | $ (0.70) |
Weighted-average number of shares used in computing net loss per share | ||
Weighted-average common shares outstanding for diluted net (loss) income per share (in shares) | 90,634 | 87,339 |
Weighted-average common shares outstanding for basic net (loss) income per share (in shares) | 90,634 | 87,339 |
Subscriptions | ||
Revenues | ||
Total revenues | $ 325,223 | $ 243,104 |
Cost of revenues | ||
Total cost of revenues | 73,247 | 52,433 |
Other | ||
Revenues | ||
Total revenues | 27,133 | 24,408 |
Cost of revenues | ||
Total cost of revenues | $ 23,734 | $ 21,011 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (186) | $ (60,721) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustments, net | (3,412) | (1,617) |
Comprehensive loss | $ (3,598) | $ (62,338) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2019 | 86,940 | ||||
Stockholders' equity, beginning balance at Dec. 31, 2019 | $ 745,700 | $ 9 | $ 1,033,053 | $ 1,948 | $ (289,310) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings (in shares) | 875 | ||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings | (5,549) | (5,549) | |||
Share-based compensation | 37,001 | 37,001 | |||
Equity component of 2025 convertible senior notes, net of issuance costs | 192,442 | 192,442 | |||
Purchase of capped calls related to 2025 convertible senior notes | (60,900) | (60,900) | |||
Equity component from partial repurchase of 2023 convertible senior notes | (355,932) | (355,932) | |||
Changes in other comprehensive income | (1,617) | (1,617) | |||
Net loss | (60,721) | (60,721) | |||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2020 | 87,815 | ||||
Stockholders' equity, ending balance at Mar. 31, 2020 | 490,424 | $ 9 | 840,115 | 331 | (350,031) |
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2020 | 90,430 | ||||
Stockholders' equity, beginning balance at Dec. 31, 2020 | 308,459 | $ 9 | 673,950 | 6,806 | (372,306) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings (in shares) | 438 | ||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings | (3,708) | (3,708) | |||
Share-based compensation | 59,993 | 59,993 | |||
Equity component from partial repurchase of 2023 convertible senior notes | (147,740) | (147,740) | |||
Temporary equity reclassification | (338) | (338) | |||
Changes in other comprehensive income | (3,412) | (3,412) | |||
Net loss | (186) | (186) | |||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2021 | 90,868 | ||||
Stockholders' equity, ending balance at Mar. 31, 2021 | $ 213,068 | $ 9 | $ 582,157 | $ 3,394 | $ (372,492) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (186) | $ (60,721) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 24,577 | 16,548 |
Share-based compensation | 54,962 | 36,589 |
Amortization of deferred and prepaid sales commission costs | 15,644 | 9,809 |
Amortization of debt discount and issuance costs | 16,200 | 7,452 |
Loss on early extinguishment of debt | 658 | 7,250 |
Repayment of convertible senior notes attributable to debt discount | (4,712) | (13,894) |
Reduction of operating lease right-of-use assets | 4,322 | 3,843 |
Unrealized (gain) loss on investments | (57,521) | 22,246 |
Foreign currency remeasurement loss | 194 | 964 |
Provision for bad debt | 1,485 | 1,492 |
Deferred income taxes | (274) | (33) |
Other | 153 | 45 |
Changes in assets and liabilities: | ||
Accounts receivable | 7,697 | (6,935) |
Deferred and prepaid sales commission costs | (36,502) | (22,544) |
Prepaid expenses and other current assets | 6,310 | (8,958) |
Other assets | 818 | 131 |
Accounts payable | (8,109) | 888 |
Accrued liabilities | 9,063 | 19,948 |
Deferred revenue | 4,022 | 2,806 |
Operating lease liabilities | (4,382) | (3,783) |
Other liabilities | 2,536 | (74) |
Net cash provided by operating activities | 36,955 | 13,069 |
Cash flows from investing activities | ||
Purchases of property and equipment | (8,721) | (6,861) |
Capitalized internal-use software | (9,757) | (7,389) |
Cash paid for acquisition of intangible assets | (8,358) | 0 |
Net cash used in investing activities | (26,836) | (14,250) |
Cash flows from financing activities | ||
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 986,508 |
Payments for 2023 convertible senior notes partial repurchase | (178,911) | (495,704) |
Proceeds from issuance of stock in connection with stock plans | 1,192 | 4,802 |
Payments for capped calls and transaction costs | 0 | (60,900) |
Payments for taxes related to net share settlement of equity awards | (4,900) | (10,351) |
Payment for contingent consideration for business acquisition | (3,600) | (3,548) |
Repayment of financing obligations | (277) | (511) |
Net cash (used in) provided by financing activities | (186,496) | 420,296 |
Effect of exchange rate changes | (409) | (657) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (176,786) | 418,458 |
Cash, cash equivalents, and restricted cash | ||
Beginning of period | 639,853 | 343,606 |
End of period | 463,067 | 762,064 |
Supplemental disclosure of cash flow data: | ||
Cash paid for interest | 28 | 85 |
Cash paid for income taxes, net of refunds | 320 | 95 |
Non-cash investing and financing activities | ||
Equipment and capitalized internal-use software purchased and unpaid at period end | $ 5,835 | $ 7,151 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Description of Business RingCentral, Inc. (the “Company”) is a provider of software-as-a-service (“SaaS”) solutions that enables businesses to communicate, collaborate and connect. The Company was incorporated in California in 1999 and was reincorporated in Delaware on September 26, 2013. Basis of Presentation and Consolidation The Company's unaudited condensed consolidated financial statements and accompanying notes reflect all adjustments (all of which are normal, recurring in nature and those discussed in these notes) that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2021. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The significant estimates made by management affect revenues, the allowance for doubtful accounts, valuation of long-term investments, deferred and prepaid sales commission costs, goodwill, useful lives of intangible assets, share-based compensation, capitalization of internally developed software, liability and equity allocation of convertible senior notes, return reserves, provision for income taxes, uncertain tax positions, loss contingencies, sales tax liabilities, and accrued liabilities. Management periodically evaluates these estimates and will make adjustments prospectively based upon the results of such periodic evaluations. Actual results may differ from these estimates. In March 2020, the World Health Organization declared the outbreak of the novel strain of coronavirus (“COVID-19”) as a global pandemic with widespread and detrimental effect on the global economy. The extent of the impact of COVID-19 on the Company's operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company's customers and sales cycles, and its employees, all of which are uncertain and cannot be predicted. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require updating significant estimates or judgments or revising the carrying value of the Company's assets or liabilities as presented in the unaudited interim condensed consolidated financial statements. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates. Segment Information The Company has determined that the chief executive officer is the chief operating decision maker. The Company’s chief executive officer reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reportable segment. Concentrations As of March 31, 2021 and December 31, 2020, none of the Company’s customers accounted for more than 10% of the Company’s total accounts receivable. Long-lived assets by geographic location is based on the location of the legal entity that owns the asset. As of March 31, 2021 and December 31, 2020, approximately 91% and 90% of the Company’s consolidated long-lived assets, respectively, were located in the U.S. No other single country outside of the U.S. represented more than 10% of the Company’s consolidated long-lived assets. Recent Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform, particularly, the risk of cessation of the London Interbank Offered Rate ("LIBOR") on financial reporting. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are elective and are effective upon issuance for all entities through December 31, 2022. The Company is currently evaluating the impact of the new guidance. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for public entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements. |
Revenue and Cost of Revenue
Revenue and Cost of Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Cost of Revenue | Revenue and Cost of Revenue The Company derives its revenues primarily from subscriptions, sale of products, and professional services. Revenues are recognized when control of these products and services are transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Disaggregation of revenue The following table provides information about disaggregated revenue by primary geographical markets: Three Months Ended 2021 2020 Primary geographical markets North America 88 % 93 % Others 12 7 Total revenues 100 % 100 % The Company derived over 90% of subscription revenues from RingCentral Office and RingCentral customer engagement solutions products for both of the three months ended March 31, 2021 and 2020. Deferred revenue During the three months ended March 31, 2021, the Company recognized revenue of $82.0 million that was included in the corresponding deferred revenue balance at the beginning of the year. Remaining performance obligations The typical subscription term ranges from one month to five years. Contract revenue as of March 31, 2021 that has not yet been recognized was approximately $1.5 billion. This excludes contracts with an original expected length of less than one year. Of these remaining performance obligations, the Company expects to recognize revenue of 51% of this balance over the next 12 months and 49% thereafter. Other revenues and cost of revenues Other revenues are primarily comprised of product revenue from the sale of pre-configured phones, professional services, and phone rentals. Product revenues from the sale of pre-configured phones were $11.6 million and $10.9 million for the three months ended March 31, 2021 and 2020, respectively. Cost of product revenues were $10.4 million and $10.6 million for the three months ended March 31, 2021 and 2020, respectively. |
Financial Statement Components
Financial Statement Components | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Components | Financial Statement Components Cash and cash equivalents consisted of the following (in thousands): March 31, 2021 December 31, 2020 Cash $ 120,758 $ 124,853 Money market funds 342,309 515,000 Total cash and cash equivalents $ 463,067 $ 639,853 Accounts receivable, net consisted of the following (in thousands): March 31, 2021 December 31, 2020 Accounts receivable $ 137,287 $ 148,741 Unbilled accounts receivable 35,361 32,477 Allowance for doubtful accounts (5,796) (5,184) Accounts receivable, net $ 166,852 $ 176,034 Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Prepaid expenses $ 24,781 $ 18,497 Inventory 545 551 Other current assets 14,880 27,468 Total prepaid expenses and other current assets $ 40,206 $ 46,516 Property and equipment, net consisted of the following (in thousands): March 31, 2021 December 31, 2020 Computer hardware and software $ 174,571 $ 169,093 Internal-use software development costs 100,514 90,361 Furniture and fixtures 8,228 8,217 Leasehold improvements 12,888 12,910 Total property and equipment, gross 296,201 280,581 Less: accumulated depreciation and amortization (150,603) (138,373) Property and equipment, net $ 145,598 $ 142,208 Total depreciation and amortization expense related to property and equipment was $13.0 million and $7.9 million for the three months ended March 31, 2021 and 2020, respectively. In the year ended December 31, 2020, the Company financed $4.7 million of property, equipment and software licenses through vendor financing arrangements at interest rates ranging up to 3.95% to be repaid over a three-year term. As of March 31, 2021, $3.2 million of the related equipment is collateralized under the vendor financing arrangement. The financing arrangements and the assets purchased under these arrangements are non-cash investing and financing activities. The carrying value of goodwill is as follows (in thousands): Balance at December 31, 2020 $ 57,313 Foreign currency translation adjustments (1,018) Balance at March 31, 2021 $ 56,295 The carrying values of intangible assets are as follows (in thousands): March 31, 2021 December 31, 2020 Estimated Lives Cost Accumulated Acquired Cost Accumulated Acquired Customer relationships 2 to 5 years $ 21,665 $ 13,064 $ 8,601 $ 22,087 $ 12,289 $ 9,798 Developed technology 2 to 5 years 158,445 52,006 106,439 149,987 41,472 108,515 Total acquired intangible assets $ 180,110 $ 65,070 $ 115,040 $ 172,074 $ 53,761 $ 118,313 Amortization expense from acquired intangible assets for the three months ended March 31, 2021 and 2020 was $11.6 million and $8.6 million, respectively. Amortization of developed technology is included in cost of revenues and amortization of customer relationships is included in sales and marketing expenses in the Condensed Consolidated Statements of Operations. As of March 31, 2021, the weighted-average amortization period for developed technology is approximately 2.9 years and for customer relationships is approximately 2.3 years. Estimated amortization expense for acquired intangible assets for the following fiscal years is as follows (in thousands): 2021 (remaining) $ 35,863 2022 41,679 2023 19,504 2024 15,890 2025 onwards 2,104 Total estimated amortization expense $ 115,040 Accrued liabilities consisted of the following (in thousands): March 31, 2021 December 31, 2020 Accrued compensation and benefits $ 45,452 $ 43,225 Accrued sales, use, and telecom related taxes 30,130 31,311 Accrued marketing 24,908 30,332 Operating lease liabilities, short-term 16,678 16,267 Other accrued expenses 99,175 89,519 Total accrued liabilities $ 216,343 $ 210,654 Deferred and Prepaid Sales Commission Costs Amortization expense for the deferred and prepaid sales commission costs was $15.6 million and $9.8 million for the three months ended March 31, 2021 and 2020, respectively. There was no impairment loss in relation to the costs capitalized for the periods presented. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures and reports certain cash equivalents, including money market funds and certificates of deposit, in addition to its long-term investments at fair value in accordance with the provisions of the authoritative accounting guidance that addresses fair value measurements. This guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1: Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Other inputs, such as quoted prices for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3: Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques. The financial assets carried at fair value were determined using the following inputs (in thousands): Fair Value at March 31, 2021 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 342,309 $ 342,309 $ — $ — Noncurrent assets: Long-term investments $ 270,697 $ — $ — $ 270,697 Fair Value at December 31, 2020 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 515,000 $ 515,000 $ — $ — Noncurrent assets: Long-term investments $ 213,176 $ — $ — $ 213,176 The Company’s other financial instruments, including accounts receivable, accounts payable, and other current liabilities, are carried at cost, which approximates fair-value due to the relatively short maturity of those instruments. Convertible Senior Notes As of March 31, 2021, the fair value of the 0% convertible senior notes due 2026 (the “2026 Notes”) was approximately $658.9 million, 0% convertible senior notes due 2025 (the “2025 Notes”) was approximately $1.1 billion, and 0% convertible senior notes due 2023 (the “2023 Notes”) was approximately $142.1 million. The fair value for the convertible notes was determined based on the quoted price for such notes in an inactive market on the last trading day of the reporting period and is considered as Level 2 in the fair value hierarchy. Long-Term Investments As of March 31, 2021 and December 31, 2020, the fair value of the Company's long-term investments in convertible and redeemable preferred stock was $270.7 million and $213.2 million, respectively. The Company classifies its long-term investments as Level 3 in the fair value hierarchy based on the nature of the fair value inputs and judgment involved in the valuation process. The Company uses a lattice model to value these investments and relies on observable inputs including share-price, credit spread, and volatility. The model also incorporates judgments relating to the probability of special redemption triggers, the expected holding period of the investment and interest rates. These investments are reported at fair value in long-term investments in the Condensed Consolidated Balance Sheets. The Company's total net unrealized gain (loss) recorded in other income (expense), net, was $56.6 million and $(23.2) million for the three months ended March 31, 2021 and 2020, respectively. Volatility in the global economic climate and financial markets, including the effects of the COVID-19 |
Asset Acquisition
Asset Acquisition | 3 Months Ended |
Mar. 31, 2021 | |
Asset Acquisition [Abstract] | |
Asset Acquisition | Asset AcquisitionOn March 18, 2021, the Company entered into an arrangement to acquire intellectual property rights for approximately $8.6Â million. The transaction was accounted for as an asset acquisition, which will be amortized over its expected useful life of approximately five years. |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes In March 2018, the Company issued $460.0 million aggregate principal amount of 0% convertible senior notes due 2023 in a private placement, including the exercise in full of the over-allotment options of the initial purchasers (the "2023 Notes"). The 2023 Notes will mature on March 15, 2023, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the debt offering, after deducting initial purchase discounts and debt issuance costs, were approximately $449.5 million. In March 2020, the Company issued $1.0 billion aggregate principal amount of 0% convertible senior notes due 2025 in a private placement to qualified institutional buyers (the "2025 Notes"). The 2025 Notes will mature on March 1, 2025, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the debt offering, after deducting initial purchase discounts and debt issuance costs, were approximately $986.5 million. In September 2020, the Company issued $650.0 million aggregate principal amount of 0% convertible senior notes due 2026 in a private placement to qualified institutional buyers (the "2026 Notes"). The 2026 Notes will mature on March 15, 2026, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the debt offering, after deducting initial purchase discounts and debt issuance costs, were approximately $640.2 million. The 2023 Notes, 2025 Notes and 2026 Notes (collectively, the “Notes”) are senior, unsecured obligations of the Company that do not bear regular interest, and the principal amount of the Notes do not accrete. The Notes may bear special interest under specified circumstances relating to the Company's failure to comply with its reporting obligations under the indentures governing each of the Notes (collectively, the "Notes Indentures") or if the Notes are not freely tradeable as required by each respective Notes Indenture. The Notes are senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes (all Notes are equal in right of payment) with the Company’s existing and future liabilities that are not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company. Redemptions and repurchases of 2023 Notes As of December 31, 2020, the Company had $80.2 million principal amount outstanding. Of this amount, the Company received early conversion requests of $34.9 million that remained unsettled as of December 31, 2020. Further, the Company received additional conversion requests of $4.1 million during the three months ended March 31, 2021. The Company settled the total principal balance of $39.0 million by paying $183.2 million in cash during the three months ended March 31, 2021. The outstanding principal balance as of March 31, 2021 was $41.2 million. In March 2021, the Company delivered a notice to fully redeem the remaining $41.2 million principal of the 2023 Notes. On April 30, 2021, the Company settled the redemption by paying $153.3 million in cash. As of March 31, 2021, of the outstanding principal balance, the Company reclassified $37.1 million net carrying amount of the liability component of the 2023 Notes as a current liability on the Condensed Consolidated Balance Sheet. The equity component of $4.1 million was reclassified from stockholder's equity to temporary equity. The amount reclassified to temporary equity represents the difference between the principal and net carrying amount of the liability component of the outstanding 2023 Notes. Other Terms of the Notes 2023 Note 2025 Note 2026 Note $1,000 principal amount initially convertible into number of the Company’s Class A common stock par value $0.0001 12.2782 shares 2.7745 shares 2.3583 shares Equivalent initial approximate conversion price per share $ 81.45 $ 360.43 $ 424.03 The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change or a redemption period, each as defined in the respective Notes Indentures, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or during the relevant redemption period. The Notes will be convertible at certain times and upon the occurrence of certain events in the future. Further, on or after December 15, 2022 for the 2023 Notes, December 1, 2024 for the 2025 Notes, and December 15, 2025 for the 2026 Notes, until the close of business on the scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or a portion of their notes regardless of these conditions. Upon conversion, the Company will pay or deliver, as the case may be, either cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s election. It is the Company’s current intent to settle the principal amount of the Notes with cash. During the three months ended March 31, 2021, the conditions allowing holders of the 2025 Notes and 2026 Notes to convert were not met. The Notes may be convertible thereafter if one or more of the conversion conditions specified in the indentures are satisfied during future measurement periods. The Company may redeem the Notes at its option, on or after March 5, 2022 for the 2025 Notes and March 20, 2023 for the 2026 Notes, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid special interest to, but excluding the redemption date, subject to certain conditions. No sinking fund is provided for the Notes. Upon the occurrence of a fundamental change (as defined in each respective Notes Indentures) prior to the maturity date, holders may require the Company to repurchase all or a portion of the 2023 Notes, 2025 Notes, or 2026 Notes for cash at a price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid special interest to, but excluding, the fundamental change repurchase date. The net carrying amount of the liability component of the Notes as of March 31, 2021 were as follows (in thousands): 2023 Note 2025 Note 2026 Note Principal $ 41,176 $ 1,000,000 $ 650,000 Unamortized discount (3,789) (156,506) (126,676) Unamortized issuance cost (336) (8,939) (7,087) Net carrying amount (1) $ 37,051 $ 834,555 $ 516,237 (1) As of March 31, 2021, the net carrying amount of the liability component of the 2023 Notes was classified as a current liability on the Condensed Consolidated Balance Sheets. The following table sets forth the total interest expense recognized related to the Notes (in thousands): Three Months Ended 2021 2020 Amortization of debt discount $ 15,411 $ 6,987 Amortization of debt issuance cost 789 465 Total interest expense related to the Notes $ 16,200 $ 7,452 Capped Calls In connection with the offering of the Notes, the Company entered into privately-negotiated capped call transactions relating to each series of notes with certain counterparties (collectively the “Capped Calls”). The initial strike price of the Notes corresponds to the initial conversion price of each of the Notes. The Capped Calls are generally intended to reduce or offset the potential dilution to the Class A Common Stock upon any conversion of the Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event; a tender offer; and a nationalization, insolvency or delisting involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including changes in law; insolvency filings; and hedging disruptions. The Capped Call transactions are recorded in stockholders’ equity and are not accounted for as derivatives. The following table below sets forth key terms and costs incurred for the Capped Calls related to each of the Notes: 2023 Note 2025 Note 2026 Note Initial approximate strike price per share, subject to certain adjustments $ 81.45 $ 360.43 $ 424.03 Initial cap price per share, subject to certain adjustments $ 119.04 $ 480.56 $ 556.10 Net cost incurred (in millions) $ 49.9 $ 60.9 $ 41.8 Class A common stock covered, subject to anti-dilution adjustments (in millions) 5.6 2.8 1.5 Settlement commencement date 1/13/2023 1/31/2024 2/13/2025 Settlement expiration date 3/13/2023 2/28/2024 3/13/2025 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company primarily leases facilities for office and data center space under non-cancelable operating leases for its U.S. and international locations. As of March 31, 2021, non-cancellable leases expire on various dates between 2021 and 2029. The components of leases are as follows (in thousands): March 31, 2021 December 31, 2020 Operating leases Operating lease right-of-use assets $ 48,938 $ 51,115 Accrued liabilities $ 16,678 $ 16,267 Operating lease liabilities 36,070 38,722 Total operating lease liabilities $ 52,748 $ 54,989 Three Months Ended March 31, 2021 2020 Supplemental Cash Flow Information (in thousands) Operating cash flows resulting from operating leases: Cash paid for amounts included in the measurement of lease liabilities $ 5,072 $ 4,315 New ROU assets obtained in exchange of lease liabilities: Operating leases $ 2,302 $ 3,488 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company is subject to certain legal proceedings described below, and from time to time may be involved in a variety of claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters, and other litigation matters relating to various claims that arise in the normal course of business. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using reasonably available information. The Company develops its views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. Actual claims could settle or be adjudicated against the Company in the future for materially different amounts than the Company has accrued due to the inherently unpredictable nature of litigation. Legal fees are expensed in the period in which they are incurred. TCPA Matter On November 17, 2017, Joann Hurley (“Hurley”), filed a second amended complaint in an ongoing putative class action lawsuit pending in the United States District Court for the Southern District of West Virginia, adding the Company as a named defendant and alleging that the Company and other defendants violated the Telephone Consumer Protection Act (“TCPA”) and regulations promulgated thereunder by allegedly using an automated telephone dialing system to deliver prerecorded political messages to Hurley, an incumbent running for reelection, and others. Hurley alternatively alleged that the Company was vicariously liable for the actions of the other co-defendants. Hurley seeks statutory, compensatory, consequential, incidental and punitive damages, costs, and attorneys’ fees in connection with her claims. The Company was served with the second amended complaint on January 4, 2018. On March 23, 2018, the Company filed a motion to dismiss the complaint for lack of standing and failure to sufficiently state a claim on which relief may be granted. Hurley filed her opposition brief on April 6, 2018, and the Company filed its reply brief on April 13, 2018. On October 4, 2018, the district court issued its memorandum and opinion order granting in part and denying in part the Company’s motion to dismiss. The district court dismissed Hurley’s vicarious liability claim but allowed Hurley’s TCPA claim to proceed. The Company filed its answer and affirmative defenses to the second amended complaint on October 18, 2018. Hurley filed a motion to certify a class on July 9, 2019. The Company and another defendant filed oppositions to the motion, which were fully briefed and are pending decision by the court. Discovery closed on October 25, 2019. The Company filed a motion for summary judgment on November 14, 2019. Hurley opposed the motion, which also has been fully briefed and is pending decision by the court. The parties mediated the case before a private mediator on January 23, 2020, at which time a tentative settlement was achieved. A fairness hearing on the proposed settlement was held on January 25, 2021, at which time the Court tentatively gave final approval of the settlement. The Court thereafter entered its final order and judgment approving the settlement on February 9, 2021. The settlement became effective as of March 12, 2021, and is currently being administered. The condensed consolidated financial statements include an immaterial accrual for the amount settled. Patent Infringement Matter On April 25, 2017, Uniloc USA, Inc. and Uniloc Luxembourg, S.A. (together, “Uniloc”) filed in the U.S. District Court for the Eastern District of Texas two actions against the Company alleging infringement of U.S. Patent Nos. 7,804,948; 7,853,000; and 8,571,194 by RingCentral’s Glip unified communications application. The plaintiffs seek a declaration that the Company has infringed the patents, damages according to proof, injunctive relief, as well as their costs, attorney’s fees, expenses and interest. On October 9, 2017, the Company filed a motion to dismiss or transfer requesting that the case be transferred to the United States District Court for the Northern District of California. In response to the motion, plaintiffs filed a first amended complaint on October 24, 2017. The Company filed a renewed motion to dismiss or transfer on November 15, 2017. Although briefing on that motion has been completed, the motion has not yet been decided. On February 5, 2018, Uniloc moved to stay the litigation pending the resolution of certain third-party inter partes review proceedings (“IPRs”) before the United States Patent and Trademark Office. On February 9, 2018, the court stayed the litigation pending resolution of the IPRs without prejudice to or waiver of the Company’s motion to dismiss or transfer. This litigation is still in its earliest stages. Based on the information known by the Company as of the date of this filing and the rules and regulations applicable to the preparation of the Company’s condensed consolidated financial statements, it is not possible to provide an estimated amount of any such loss or range of loss that may occur. The Company intends to vigorously defend against this lawsuit. CIPA Matter On June 16, 2020, Plaintiff Meena Reuben (“Reuben”) filed a complaint against the Company for a putative class action lawsuit in California Superior Court for San Mateo County. The complaint alleges claims on behalf of a class of individuals for whom, while they were in California, the Company allegedly intercepted and recorded communications between individuals and the Company’s customers without the individual’s consent, in violation of the California Invasion of Privacy Act (“CIPA”) Sections 631 and 632.7. Reuben seeks statutory damages of $5,000 for each alleged violation of Sections 631 and 632.7, injunctive relief, and attorneys’ fees and costs, and other unspecified amount of damages. On July 7, 2020, the Court granted the parties’ stipulation to extend time for the Company to respond to the Reuben’s complaint. The Company has not responded to the complaint. This litigation is still in its earliest stages. Based on the information known by the Company as of the date of this filing and the rules and regulations applicable to the preparation of the Company’s condensed consolidated financial statements, it is not possible to provide an estimated amount of any such loss or range of loss that may occur. The Company intends to vigorously defend against this lawsuit. Zoom Matter On March 11, 2021, Zoom Video Communications, Inc. filed a lawsuit against RingCentral in the U.S. District Court for the Northern District of California. Zoom’s lawsuit alleges that the Company breached the parties’ Strategic Alliance Agreement (“SAA”) and violated Zoom’s trademark rights by selling RingCentral's feature bundles including RingCentral Meetings, the Company’s white-label version of Zoom’s video conferencing services, after Zoom “terminated” the SAA. On March 15, 2021, the Company filed counterclaims against Zoom seeking, among other things, declaratory judgment that the SAA has not been terminated, that Zoom’s trademark claims are barred, and that Zoom is engaging in unfair competition, including by making false statements to customers. On March 17, 2021, the Court granted the Company’s motion and issued a temporary restraining order against Zoom. On March 28, 2021, the Court denied RingCentral’s request for a preliminary injunction against Zoom and dissolved the restraining order which enjoined Zoom from blocking new RingCentral Meetings customer activations for the duration of the parties’ litigation. The Court’s order provides in part that “Zoom is to continue to provide the Service, pursuant to the SAA, to all RingCentral customers who were under contract prior to January 31, 2021. Zoom is not required to provide the Service to any new customer RingCentral contracted with after January 31, 2021.” Based on the information known by the Company as of the date of this filing and the rules and regulations applicable to the preparation of the Company’s condensed consolidated financial statements, currently it is not possible to provide an estimated amount of any such loss or range of loss that may occur. The Company intends to vigorously defend against this lawsuit and pursue its claims. Other Matter On June 14, 2019, the Company filed suit in the Superior Court of California, County of Alameda, against Bright Pattern, Inc. and two of its officers, alleging that the defendants negotiated a potential acquisition of Bright Pattern by RingCentral fraudulently and in bad faith. The Company seeks its costs incurred in negotiating under the Letter of Intent ("LOI") that the parties entered into and damages for lost opportunity as a result of forgoing another acquisition opportunity, and attorneys’ fees and costs. On August 26, 2019, Bright Pattern filed a cross-complaint against the Company and two of its executive officers alleging breach of the LOI as well as tort claims arising from the Company's allegedly inducing Bright Pattern to enter into the LOI and subsequent extensions while allegedly misstating the timeframe for the proposed transaction. As damages, Bright Pattern seeks audit fees it allegedly incurred, a $5 million break-up fee, its alleged “cash burn” during the negotiations, and unspecified lost opportunity damages. The Company filed a demurrer to Bright Pattern’s amended cross-complaint, as well as a related motion to strike. On May 7, 2020, the court denied both the motion to strike and demurrer. The Court has set the matter for trial on March 14, 2022. This litigation is still in early stages. Based on the information known by the Company as of the date of this filing and the rules and regulations applicable to the preparation of the Company’s condensed consolidated financial statements, it is not possible to provide an estimated amount of any loss or range of loss that may occur. The Company intends to vigorously prosecute and defend this lawsuit. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation A summary of share-based compensation expense recognized in the Condensed Consolidated Statements of Operations is as follows (in thousands): Three Months Ended 2021 2020 Cost of revenues $ 4,742 $ 2,726 Research and development 13,189 7,467 Sales and marketing 21,343 11,291 General and administrative 15,688 15,105 Total share-based compensation expense $ 54,962 $ 36,589 A summary of share-based compensation expense by award type is as follows (in thousands): Three Months Ended 2021 2020 Options $ 1 $ 24 Employee stock purchase plan rights 2,023 1,391 Restricted stock units 52,938 35,174 Total share-based compensation expense $ 54,962 $ 36,589 Equity Incentive Plans As of March 31, 2021, a total of 21,876,791 shares remained available for grant under the RingCentral, Inc. Amended and Restated 2013 Equity Incentive Plan (“2013 Plan”). A summary of option activity under all of the Company’s equity incentive plans as of March 31, 2021 and changes during the period then ended is presented in the following table: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2020 897 $ 12.02 1.7 $ 329,151 Exercised (102) 11.66 Canceled/Forfeited — — Outstanding at March 31, 2021 795 $ 12.06 1.5 $ 227,134 Vested and expected to vest as of March 31, 2021 795 $ 12.06 1.5 $ 227,134 Exercisable as of March 31, 2021 795 $ 12.06 1.5 $ 227,134 There were no options granted during the three months ended March 31, 2021 and 2020. The total intrinsic value of options exercised during the three months ended March 31, 2021 and 2020 were $37.4 million and $88.6 million, respectively. There is no remaining unamortized share-based compensation expense. Employee Stock Purchase Plan The Company's Employee Stock Purchase Plan (“ESPP”) allows eligible employees to purchase shares of the Company’s Class A Common Stock at a discounted price through payroll deductions. As of March 31, 2021, there was a total of $1.1 million of unrecognized share-based compensation expense, net of estimated forfeitures, related to the ESPP, which will be recognized on a straight-line basis over the remaining weighted- average vesting period of approximately 0.1 years. As of March 31, 2021, a total of 5,574,320 shares were available for issuance under the ESPP. Restricted Stock Units The 2013 Plan provides for the issuance of restricted stock units (“RSUs”) to employees, directors, and consultants. RSUs issued under the 2013 Plan generally vest over four years. A summary of activity of RSUs under the 2013 Plan as of March 31, 2021, and changes during the period then ended is presented in the following table: Number of Weighted- Aggregate Outstanding at December 31, 2020 2,725 $ 162.04 $ 1,032,997 Granted 101 436.91 Released (348) 145.04 Canceled/Forfeited (74) 155.37 Outstanding at March 31, 2021 2,404 $ 176.23 $ 716,406 As of March 31, 2021, there was a total of $301.2 million of unrecognized share-based compensation expense, net of estimated forfeitures, related to RSUs, which will be recognized on a straight-line basis over the remaining weighted-average vesting period of approximately 2.6 years. Bonus Plan The Company's board of directors (the "Board") adopted employee equity bonus plans (the “KEEB Plans”), which allow the recipients to earn fully vested shares of the Company’s Class A Common Stock upon the achievement of quarterly service and performance conditions. During the three months ended March 31, 2021, the Company issued 19,761 RSUs under the KEEB Plans. The total requisite service period of each quarterly award is approximately 0.4 years. The unrecognized share-based compensation expense was approximately $4.2 million, which will be recognized over the remaining service period of 0.1 years. The shares issued under the KEEB Plans will be issued from the reserve of shares available for issuance under the 2013 Plan. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes for the three months ended March 31, 2021 and 2020, was $0.4 million and $0.2 million, respectively. The provision for income taxes for the three months ended March 31, 2021 and 2020 consisted primarily of foreign income taxes and state minimum taxes. For the three months ended March 31, 2021 and 2020, the provision for income taxes differed from the U.S. federal statutory rate primarily due to foreign and state taxes currently payable. The Company realized no benefit for the current year losses due to a full valuation allowance against the U.S. and foreign net deferred tax assets. The realization of tax benefits of net deferred tax assets is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. Based on the available objective evidence, the Company does not believe it is more likely than not that the net deferred tax assets will be realizable. Accordingly, the Company has provided a full valuation allowance against the entire domestic and the majority of the foreign net deferred tax assets as of March 31, 2021 and December 31, 2020. The Company intends to maintain the full valuation allowance on the U.S. net deferred tax assets until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance. During the three months ended March 31, 2021, there were no material changes to the total amount of unrecognized tax benefits. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, stock options, restricted stock units, ESPP, and convertible senior notes, to the extent dilutive. For the three months ended March 31, 2021 and 2020, all such common stock equivalents have been excluded from diluted net loss per share as the effect to net loss per share would be anti-dilutive. The following table sets forth the computation of the Company’s basic and diluted net loss per share of common stock (in thousands, except per share data): Three Months Ended 2021 2020 Numerator Net loss $ (186) $ (60,721) Denominator: Weighted-average common shares outstanding for basic and diluted net loss per share 90,634 87,339 Basic and diluted net loss per share $ — $ (0.70) The following table summarizes the potentially dilutive common shares that were excluded from diluted weighted-average common shares outstanding because including them would have had an anti-dilutive effect (in thousands): Three Months Ended 2021 2020 Shares of common stock issuable under equity incentive awards outstanding 3,465 5,234 Shares of common stock related to convertible senior notes 538 2,134 Potential common shares excluded from diluted net loss per share 4,003 7,368 Since the Company expects to settle the principal amount on its outstanding 2023, 2025, and 2026 Notes in cash and any excess in cash or shares of the Company’s Class A Common Stock, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s Class A Common Stock for a given period exceeds the conversion price of $81.45, $360.43, and $424.03 per share for the 2023, 2025, and 2026 Notes, respectively. The denominator for diluted net income per share does not include any effect from the capped call transactions the Company entered into concurrently with the issuance of the 2023, 2025, and 2026 Notes as this effect would be anti-dilutive. In the event of conversion of a 2023, 2025, or 2026 Notes, if shares are delivered to the Company under the capped call, they will offset the dilutive effect of the shares that the Company would issue under the Notes. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsIn the ordinary course of business, the Company made purchases from Google Inc., at which one of the Company’s directors serves as President, Americas. Total payables to Google Inc. as of March 31, 2021 and December 31, 2020 were $2.9 million and $2.1 million, respectively. Total expenses incurred from Google Inc. were $4.8 million and $6.3 million in the three months ended March 31, 2021 and 2020, respectively. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company's unaudited condensed consolidated financial statements and accompanying notes reflect all adjustments (all of which are normal, recurring in nature and those discussed in these notes) that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2021. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The significant estimates made by management affect revenues, the allowance for doubtful accounts, valuation of long-term investments, deferred and prepaid sales commission costs, goodwill, useful lives of intangible assets, share-based compensation, capitalization of internally developed software, liability and equity allocation of convertible senior notes, return reserves, provision for income taxes, uncertain tax positions, loss contingencies, sales tax liabilities, and accrued liabilities. Management periodically evaluates these estimates and will make adjustments prospectively based upon the results of such periodic evaluations. Actual results may differ from these estimates. In March 2020, the World Health Organization declared the outbreak of the novel strain of coronavirus (“COVID-19”) as a global pandemic with widespread and detrimental effect on the global economy. The extent of the impact of COVID-19 on the Company's operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company's customers and sales cycles, and its employees, all of which are uncertain and cannot be predicted. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require updating significant estimates or judgments or revising the carrying value of the Company's assets or liabilities as presented in the unaudited interim condensed consolidated financial statements. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates. |
Segment Information | Segment Information The Company has determined that the chief executive officer is the chief operating decision maker. The Company’s chief executive officer reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reportable segment. |
Concentrations | Concentrations As of March 31, 2021 and December 31, 2020, none of the Company’s customers accounted for more than 10% of the Company’s total accounts receivable. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform, particularly, the risk of cessation of the London Interbank Offered Rate ("LIBOR") on financial reporting. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are elective and are effective upon issuance for all entities through December 31, 2022. The Company is currently evaluating the impact of the new guidance. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for public entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements. |
Revenue and Cost of Revenue (Ta
Revenue and Cost of Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information about disaggregated revenue by primary geographical markets: Three Months Ended 2021 2020 Primary geographical markets North America 88 % 93 % Others 12 7 Total revenues 100 % 100 % |
Financial Statement Components
Financial Statement Components (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Components of Cash and Cash Equivalents | Cash and cash equivalents consisted of the following (in thousands): March 31, 2021 December 31, 2020 Cash $ 120,758 $ 124,853 Money market funds 342,309 515,000 Total cash and cash equivalents $ 463,067 $ 639,853 |
Components of Accounts Receivable, Net | Accounts receivable, net consisted of the following (in thousands): March 31, 2021 December 31, 2020 Accounts receivable $ 137,287 $ 148,741 Unbilled accounts receivable 35,361 32,477 Allowance for doubtful accounts (5,796) (5,184) Accounts receivable, net $ 166,852 $ 176,034 |
Components of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Prepaid expenses $ 24,781 $ 18,497 Inventory 545 551 Other current assets 14,880 27,468 Total prepaid expenses and other current assets $ 40,206 $ 46,516 |
Components of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): March 31, 2021 December 31, 2020 Computer hardware and software $ 174,571 $ 169,093 Internal-use software development costs 100,514 90,361 Furniture and fixtures 8,228 8,217 Leasehold improvements 12,888 12,910 Total property and equipment, gross 296,201 280,581 Less: accumulated depreciation and amortization (150,603) (138,373) Property and equipment, net $ 145,598 $ 142,208 |
Schedule of Goodwill | The carrying value of goodwill is as follows (in thousands): Balance at December 31, 2020 $ 57,313 Foreign currency translation adjustments (1,018) Balance at March 31, 2021 $ 56,295 |
Summary of Carrying Values of Intangible Assets | The carrying values of intangible assets are as follows (in thousands): March 31, 2021 December 31, 2020 Estimated Lives Cost Accumulated Acquired Cost Accumulated Acquired Customer relationships 2 to 5 years $ 21,665 $ 13,064 $ 8,601 $ 22,087 $ 12,289 $ 9,798 Developed technology 2 to 5 years 158,445 52,006 106,439 149,987 41,472 108,515 Total acquired intangible assets $ 180,110 $ 65,070 $ 115,040 $ 172,074 $ 53,761 $ 118,313 |
Summary of Estimated Amortization Expense for Acquired Intangible Assets | Estimated amortization expense for acquired intangible assets for the following fiscal years is as follows (in thousands): 2021 (remaining) $ 35,863 2022 41,679 2023 19,504 2024 15,890 2025 onwards 2,104 Total estimated amortization expense $ 115,040 |
Components of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): March 31, 2021 December 31, 2020 Accrued compensation and benefits $ 45,452 $ 43,225 Accrued sales, use, and telecom related taxes 30,130 31,311 Accrued marketing 24,908 30,332 Operating lease liabilities, short-term 16,678 16,267 Other accrued expenses 99,175 89,519 Total accrued liabilities $ 216,343 $ 210,654 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Carried at Fair Value | The financial assets carried at fair value were determined using the following inputs (in thousands): Fair Value at March 31, 2021 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 342,309 $ 342,309 $ — $ — Noncurrent assets: Long-term investments $ 270,697 $ — $ — $ 270,697 Fair Value at December 31, 2020 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 515,000 $ 515,000 $ — $ — Noncurrent assets: Long-term investments $ 213,176 $ — $ — $ 213,176 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Terms | 2023 Note 2025 Note 2026 Note $1,000 principal amount initially convertible into number of the Company’s Class A common stock par value $0.0001 12.2782 shares 2.7745 shares 2.3583 shares Equivalent initial approximate conversion price per share $ 81.45 $ 360.43 $ 424.03 |
Summary of Net Carrying Amount of Liability Component and Equity Component of Notes | The net carrying amount of the liability component of the Notes as of March 31, 2021 were as follows (in thousands): 2023 Note 2025 Note 2026 Note Principal $ 41,176 $ 1,000,000 $ 650,000 Unamortized discount (3,789) (156,506) (126,676) Unamortized issuance cost (336) (8,939) (7,087) Net carrying amount (1) $ 37,051 $ 834,555 $ 516,237 (1) As of March 31, 2021, the net carrying amount of the liability component of the 2023 Notes was classified as a current liability on the Condensed Consolidated Balance Sheets. |
Schedule of Interest Expense Recognized Related to Notes | The following table sets forth the total interest expense recognized related to the Notes (in thousands): Three Months Ended 2021 2020 Amortization of debt discount $ 15,411 $ 6,987 Amortization of debt issuance cost 789 465 Total interest expense related to the Notes $ 16,200 $ 7,452 |
Schedule of Key Terms and Costs Incurred | The following table below sets forth key terms and costs incurred for the Capped Calls related to each of the Notes: 2023 Note 2025 Note 2026 Note Initial approximate strike price per share, subject to certain adjustments $ 81.45 $ 360.43 $ 424.03 Initial cap price per share, subject to certain adjustments $ 119.04 $ 480.56 $ 556.10 Net cost incurred (in millions) $ 49.9 $ 60.9 $ 41.8 Class A common stock covered, subject to anti-dilution adjustments (in millions) 5.6 2.8 1.5 Settlement commencement date 1/13/2023 1/31/2024 2/13/2025 Settlement expiration date 3/13/2023 2/28/2024 3/13/2025 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Components of Leases | The components of leases are as follows (in thousands): March 31, 2021 December 31, 2020 Operating leases Operating lease right-of-use assets $ 48,938 $ 51,115 Accrued liabilities $ 16,678 $ 16,267 Operating lease liabilities 36,070 38,722 Total operating lease liabilities $ 52,748 $ 54,989 |
Lease Cost | Three Months Ended March 31, 2021 2020 Supplemental Cash Flow Information (in thousands) Operating cash flows resulting from operating leases: Cash paid for amounts included in the measurement of lease liabilities $ 5,072 $ 4,315 New ROU assets obtained in exchange of lease liabilities: Operating leases $ 2,302 $ 3,488 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation Expense Recognized to Statements of Operations | A summary of share-based compensation expense recognized in the Condensed Consolidated Statements of Operations is as follows (in thousands): Three Months Ended 2021 2020 Cost of revenues $ 4,742 $ 2,726 Research and development 13,189 7,467 Sales and marketing 21,343 11,291 General and administrative 15,688 15,105 Total share-based compensation expense $ 54,962 $ 36,589 |
Summary of Share-Based Compensation Expense by Award Type | A summary of share-based compensation expense by award type is as follows (in thousands): Three Months Ended 2021 2020 Options $ 1 $ 24 Employee stock purchase plan rights 2,023 1,391 Restricted stock units 52,938 35,174 Total share-based compensation expense $ 54,962 $ 36,589 |
Summary of Stock Option Activity Plans | A summary of option activity under all of the Company’s equity incentive plans as of March 31, 2021 and changes during the period then ended is presented in the following table: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2020 897 $ 12.02 1.7 $ 329,151 Exercised (102) 11.66 Canceled/Forfeited — — Outstanding at March 31, 2021 795 $ 12.06 1.5 $ 227,134 Vested and expected to vest as of March 31, 2021 795 $ 12.06 1.5 $ 227,134 Exercisable as of March 31, 2021 795 $ 12.06 1.5 $ 227,134 |
Summary of RSUs Activity | A summary of activity of RSUs under the 2013 Plan as of March 31, 2021, and changes during the period then ended is presented in the following table: Number of Weighted- Aggregate Outstanding at December 31, 2020 2,725 $ 162.04 $ 1,032,997 Granted 101 436.91 Released (348) 145.04 Canceled/Forfeited (74) 155.37 Outstanding at March 31, 2021 2,404 $ 176.23 $ 716,406 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Company's Basic and Diluted Net (Loss) Income Per Share of Common Stock | The following table sets forth the computation of the Company’s basic and diluted net loss per share of common stock (in thousands, except per share data): Three Months Ended 2021 2020 Numerator Net loss $ (186) $ (60,721) Denominator: Weighted-average common shares outstanding for basic and diluted net loss per share 90,634 87,339 Basic and diluted net loss per share $ — $ (0.70) |
Potential Shares of Common Stock Excluded from Diluted Weighted-Average Common Shares Outstanding | The following table summarizes the potentially dilutive common shares that were excluded from diluted weighted-average common shares outstanding because including them would have had an anti-dilutive effect (in thousands): Three Months Ended 2021 2020 Shares of common stock issuable under equity incentive awards outstanding 3,465 5,234 Shares of common stock related to convertible senior notes 538 2,134 Potential common shares excluded from diluted net loss per share 4,003 7,368 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details) - segment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Number of reporting segments | 1 | |
Minimum | U.S. | Long-lived Assets | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percentage) | 91.00% | 90.00% |
Revenue and Cost of Revenue - A
Revenue and Cost of Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 82,000 | |
Revenue, remaining performance obligation, amount | 1,500,000 | |
Product revenues | 352,356 | $ 267,512 |
Product cost of revenues | $ 96,981 | $ 73,444 |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percentage) | 100.00% | 100.00% |
Revenue from Contract with Customer Benchmark | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percentage) | 90.00% | 90.00% |
Product | ||
Disaggregation of Revenue [Line Items] | ||
Product revenues | $ 11,600 | $ 10,900 |
Product cost of revenues | $ 10,400 | $ 10,600 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligations subscription term | 1 month | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligations subscription term | 5 years | |
North America | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percentage) | 88.00% | 93.00% |
Others | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percentage) | 12.00% | 7.00% |
Revenue and Cost of Revenue - P
Revenue and Cost of Revenue - Performance Obligation, Timing of Satisfaction (Details) | Mar. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 51.00% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 49.00% |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Financial Statement Component_2
Financial Statement Components - Components of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 120,758 | $ 124,853 |
Money market funds | 342,309 | 515,000 |
Total cash and cash equivalents | $ 463,067 | $ 639,853 |
Financial Statement Component_3
Financial Statement Components - Components of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 137,287 | $ 148,741 |
Unbilled accounts receivable | 35,361 | 32,477 |
Allowance for doubtful accounts | (5,796) | (5,184) |
Accounts receivable, net | $ 166,852 | $ 176,034 |
Financial Statement Component_4
Financial Statement Components - Components of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 24,781 | $ 18,497 |
Inventory | 545 | 551 |
Other current assets | 14,880 | 27,468 |
Total prepaid expenses and other current assets | $ 40,206 | $ 46,516 |
Financial Statement Component_5
Financial Statement Components - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 296,201 | $ 280,581 |
Less: accumulated depreciation and amortization | (150,603) | (138,373) |
Property and equipment, net | 145,598 | 142,208 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 174,571 | 169,093 |
Internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 100,514 | 90,361 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,228 | 8,217 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 12,888 | $ 12,910 |
Financial Statement Component_6
Financial Statement Components - Narrative (Details) - USD ($) | Mar. 18, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||||
Depreciation and amortization | $ 13,000,000 | $ 7,900,000 | ||
Property, equipment and software licenses financed through vendor financing arrangement | $ 4,700,000 | |||
Amortization expense of Intangible Assets | 11,600,000 | 8,600,000 | ||
Weighted average amortization periods | 5 years | |||
Amortization of deferred and prepaid sales commission costs | 15,644,000 | 9,809,000 | ||
Impairment loss in relation to costs capitalized | $ 0 | $ 0 | ||
Developed technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization periods | 2 years 10 months 24 days | |||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization periods | 2 years 3 months 18 days | |||
Q2 2020 Property and Equipment Finance Agreement | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Debt instrument, interest rate (percentage) | 3.95% | |||
Arrangement term | 3 years | |||
Q2 2020 Property and Equipment Finance Agreement, Hardware and Software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amount of equipment collateralized | $ 3,200,000 |
Financial Statement Component_7
Financial Statement Components - Components of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 57,313 |
Foreign currency translation adjustments | (1,018) |
Goodwill, ending balance | $ 56,295 |
Financial Statement Component_8
Financial Statement Components - Summary of Carrying Values of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 180,110 | $ 172,074 |
Accumulated Amortization | 65,070 | 53,761 |
Total estimated amortization expense | 115,040 | 118,313 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 21,665 | 22,087 |
Accumulated Amortization | 13,064 | 12,289 |
Total estimated amortization expense | $ 8,601 | 9,798 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Lives | 2 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Lives | 5 years | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 158,445 | 149,987 |
Accumulated Amortization | 52,006 | 41,472 |
Total estimated amortization expense | $ 106,439 | $ 108,515 |
Developed technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Lives | 2 years | |
Developed technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Lives | 5 years |
Financial Statement Component_9
Financial Statement Components - Summary of Estimated Amortization Expense for Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2021 (remaining) | $ 35,863 | |
2022 | 41,679 | |
2023 | 19,504 | |
2024 | 15,890 | |
2025 onwards | 2,104 | |
Total estimated amortization expense | $ 115,040 | $ 118,313 |
Financial Statement Componen_10
Financial Statement Components - Components of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and benefits | $ 45,452 | $ 43,225 |
Accrued sales, use, and telecom related taxes | 30,130 | 31,311 |
Accrued marketing | 24,908 | 30,332 |
Operating lease liabilities, short-term | 16,678 | 16,267 |
Other accrued expenses | 99,175 | 89,519 |
Total accrued liabilities | $ 216,343 | $ 210,654 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Assets Carried at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Noncurrent assets: | ||
Long-term investments | $ 270,697 | $ 213,176 |
Level 1 | ||
Noncurrent assets: | ||
Long-term investments | 0 | 0 |
Level 2 | ||
Noncurrent assets: | ||
Long-term investments | 0 | 0 |
Level 3 | ||
Noncurrent assets: | ||
Long-term investments | 270,697 | 213,176 |
Money market funds | ||
Cash equivalents: | ||
Money market funds | 342,309 | 515,000 |
Money market funds | Level 1 | ||
Cash equivalents: | ||
Money market funds | 342,309 | 515,000 |
Money market funds | Level 2 | ||
Cash equivalents: | ||
Money market funds | 0 | 0 |
Money market funds | Level 3 | ||
Cash equivalents: | ||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term investments in convertible and redeemable preferred stock | $ 270,697 | $ 213,176 | |
Unrealized gain (loss) | 56,600 | $ (23,200) | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term investments in convertible and redeemable preferred stock | 0 | $ 0 | |
2026 Note | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of convertible senior notes | $ 658,900 | ||
Debt instrument, interest rate (percentage) | 0.00% | ||
Convertible senior notes due 2025 | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of convertible senior notes | $ 1,100,000 | ||
Debt instrument, interest rate (percentage) | 0.00% | ||
2023 Note | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of convertible senior notes | $ 142,100 | ||
Debt instrument, interest rate (percentage) | 0.00% |
Asset Acquisition (Details)
Asset Acquisition (Details) $ in Millions | Mar. 18, 2021USD ($) |
Asset Acquisition [Abstract] | |
Acquired intangible assets | $ 8.6 |
Weighted average amortization periods | 5 years |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) - USD ($) $ in Thousands | Apr. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||||
Proceeds from issuance debt, net of discounts and issuance costs | $ 0 | $ 986,508 | |||||
Current portion of convertible senior notes, net | 37,051 | $ 31,148 | |||||
Temporary equity reclassification | $ 147,740 | 355,932 | |||||
Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt redemption price (percentage) | 100.00% | ||||||
2023 Note | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 41,176 | ||||||
Amount outstanding | 41,200 | 80,200 | |||||
Unsettled conversion requests | $ 34,900 | ||||||
Convertible debt, principal amount to be converted | 4,100 | ||||||
Principal converted amount | 39,000 | ||||||
Repayment of debt | 183,200 | ||||||
Current portion of convertible senior notes, net | 37,100 | ||||||
Temporary equity reclassification | 4,100 | ||||||
2023 Note | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Repayment of debt | $ 153,300 | ||||||
2023 Note | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 460,000 | ||||||
Debt instrument, interest rate (percentage) | 0.00% | ||||||
Proceeds from issuance debt, net of discounts and issuance costs | $ 449,500 | ||||||
2025 Note | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 1,000,000 | ||||||
2025 Note | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 1,000,000 | $ 1,000,000 | |||||
Debt instrument, interest rate (percentage) | 0.00% | 0.00% | |||||
Proceeds from issuance debt, net of discounts and issuance costs | $ 986,500 | ||||||
2026 Note | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 650,000 | ||||||
2026 Note | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 650,000 | ||||||
Debt instrument, interest rate (percentage) | 0.00% | ||||||
Proceeds from issuance debt, net of discounts and issuance costs | $ 640,200 |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Conversion of the Notes (Details) | 1 Months Ended | |||
Sep. 30, 2020$ / shares | Mar. 31, 2020$ / shares | Mar. 31, 2018$ / shares | Mar. 31, 2021$ / shares | |
2023 Note | ||||
Debt Instrument [Line Items] | ||||
Equivalent initial approximate conversion price per share (in dollars per share) | $ 81.45 | |||
2023 Note | Class A common stock | ||||
Debt Instrument [Line Items] | ||||
Initial cap price per share, subject to certain adjustments | 0.0000122782 | |||
Equivalent initial approximate conversion price per share (in dollars per share) | $ 81.45 | |||
Stock par value (in dollars per share) | 0.0001 | |||
2025 Note | ||||
Debt Instrument [Line Items] | ||||
Equivalent initial approximate conversion price per share (in dollars per share) | 360.43 | |||
2025 Note | Class A common stock | ||||
Debt Instrument [Line Items] | ||||
Initial cap price per share, subject to certain adjustments | 0.0027745 | |||
Equivalent initial approximate conversion price per share (in dollars per share) | $ 360.43 | |||
Stock par value (in dollars per share) | 0.0001 | |||
2026 Note | ||||
Debt Instrument [Line Items] | ||||
Equivalent initial approximate conversion price per share (in dollars per share) | 424.03 | |||
2026 Note | Class A common stock | ||||
Debt Instrument [Line Items] | ||||
Initial cap price per share, subject to certain adjustments | 0.0023583 | |||
Equivalent initial approximate conversion price per share (in dollars per share) | $ 424.03 | |||
Stock par value (in dollars per share) | $ 0.0001 |
Convertible Senior Notes - Su_2
Convertible Senior Notes - Summary of Net Carrying Amount of Liability Component Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2018 |
2023 Note | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 41,176 | |||
Unamortized discount | (3,789) | |||
Unamortized issuance cost | (336) | |||
Net carrying amount | 37,051 | |||
2025 Note | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 1,000,000 | |||
Unamortized discount | (156,506) | |||
Unamortized issuance cost | (8,939) | |||
Net carrying amount | 834,555 | |||
2026 Note | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 650,000 | |||
Unamortized discount | (126,676) | |||
Unamortized issuance cost | (7,087) | |||
Net carrying amount | $ 516,237 | |||
Convertible Debt | 2023 Note | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 460,000 | |||
Convertible Debt | 2025 Note | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 1,000,000 | |||
Convertible Debt | 2026 Note | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 650,000 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Interest Expense Recognized Related to Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Amortization of debt discount | $ 15,411 | $ 6,987 |
Amortization of debt issuance cost | 789 | 465 |
Total interest expense related to the Notes | $ 16,200 | $ 7,452 |
Convertible Senior Notes - Su_3
Convertible Senior Notes - Summary of Capped Calls (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | |||
Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Net cost incurred (in millions) | $ 0 | $ 60,900 | |||
2023 Note | |||||
Debt Instrument [Line Items] | |||||
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 81.45 | ||||
2023 Note | Class A common stock | |||||
Debt Instrument [Line Items] | |||||
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 81.45 | ||||
2023 Note | Capped call | |||||
Debt Instrument [Line Items] | |||||
Initial approximate strike price per share, subject to certain adjustments (in dollars per share) | 81.45 | ||||
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 119.04 | ||||
Net cost incurred (in millions) | $ 49,900 | ||||
2023 Note | Capped call | Class A common stock | |||||
Debt Instrument [Line Items] | |||||
Class A common stock covered, subject to anti-dilution adjustments (in millions) (in shares) | 5.6 | ||||
2025 Note | |||||
Debt Instrument [Line Items] | |||||
Initial cap price per share, subject to certain adjustment (in dollars per share) | 360.43 | ||||
2025 Note | Class A common stock | |||||
Debt Instrument [Line Items] | |||||
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 360.43 | $ 360.43 | |||
2025 Note | Capped call | |||||
Debt Instrument [Line Items] | |||||
Initial approximate strike price per share, subject to certain adjustments (in dollars per share) | 360.43 | ||||
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 480.56 | $ 480.56 | |||
Net cost incurred (in millions) | $ 60,900 | ||||
2025 Note | Capped call | Class A common stock | |||||
Debt Instrument [Line Items] | |||||
Class A common stock covered, subject to anti-dilution adjustments (in millions) (in shares) | 2.8 | ||||
2026 Note | |||||
Debt Instrument [Line Items] | |||||
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 424.03 | ||||
2026 Note | Class A common stock | |||||
Debt Instrument [Line Items] | |||||
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 424.03 | ||||
2026 Note | Capped call | |||||
Debt Instrument [Line Items] | |||||
Initial approximate strike price per share, subject to certain adjustments (in dollars per share) | 424.03 | ||||
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 556.10 | ||||
Net cost incurred (in millions) | $ 41,800 | ||||
2026 Note | Capped call | Class A common stock | |||||
Debt Instrument [Line Items] | |||||
Class A common stock covered, subject to anti-dilution adjustments (in millions) (in shares) | 1.5 |
Leases - Components of Leases a
Leases - Components of Leases and Lease Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating leases | ||
Operating lease right-of-use assets | $ 48,938 | $ 51,115 |
Accrued liabilities | 16,678 | 16,267 |
Operating lease liabilities | 36,070 | 38,722 |
Total operating lease liabilities | $ 52,748 | $ 54,989 |
Operating lease, liability, current, statement of financial position | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating cash flows resulting from operating leases: | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 5,072 | $ 4,315 |
New ROU assets obtained in exchange of lease liabilities: | ||
Operating leases | $ 2,302 | $ 3,488 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Aug. 26, 2019USD ($)defendent | Jun. 14, 2019defendent | Apr. 25, 2017action | Jun. 16, 2020USD ($) |
Loss Contingencies [Line Items] | ||||
Number of actions filed against the Company | action | 2 | |||
Damages sought per violation | $ | $ 5,000 | |||
Cross complaint, number of defendants | defendent | 2 | |||
RingCentral Suit Against Bright Pattern, Inc. And Officers | ||||
Loss Contingencies [Line Items] | ||||
Number of defendants | defendent | 2 | |||
Bright Pattern, Inc. Cross Complaint Against RingCentral | ||||
Loss Contingencies [Line Items] | ||||
Break up fee | $ | $ 5,000,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share-Based Compensation Expense Recognized to Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 54,962 | $ 36,589 |
Cost of revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 4,742 | 2,726 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 13,189 | 7,467 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 21,343 | 11,291 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 15,688 | $ 15,105 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Share-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 54,962 | $ 36,589 |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 1 | 24 |
Employee stock purchase plan rights | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 2,023 | 1,391 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 52,938 | $ 35,174 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options granted (in shares) | 0 | 0 |
Intrinsic value of options exercised | $ 37.4 | $ 88.6 |
2013 Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Available for future grants (in shares) | 5,574,320 | |
Unrecognized share-based compensation expense | $ 1.1 | |
Unrecognized share-based compensation expense, remaining weighted-average vesting periods | 1 month 6 days | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized share-based compensation expense, remaining weighted-average vesting periods | 2 years 7 months 6 days | |
Vesting period contractual term | 4 years | |
Unrecognized share-based compensation expense | $ 301.2 | |
2013 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Available for future grants (in shares) | 21,876,791 | |
Key Employee Equity Bonus Plan | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized share-based compensation expense, remaining weighted-average vesting periods | 1 month 6 days | |
Unrecognized share-based compensation expense | $ 4.2 | |
Number of shares issued (in shares) | 19,761 | |
Share based compensation requisite service period recognition | 4 months 24 days |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Stock Option Activity Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Options Outstanding (in thousands) | ||
Beginning balance (in shares) | 897 | |
Exercised (in shares) | (102) | |
Canceled/Forfeited (in shares) | 0 | |
Ending balance (in shares) | 795 | 897 |
Vested and expected to vest (in shares) | 795 | |
Exercisable (in shares) | 795 | |
Weighted- Average Exercise Price Per Share | ||
Beginning balance (in dollars per share) | $ 12.02 | |
Exercised (in dollars per share) | 11.66 | |
Canceled/Forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | 12.06 | $ 12.02 |
Vested and expected to vest (in dollars per share) | 12.06 | |
Exercisable (in dollars per share) | $ 12.06 | |
Weighted- Average Contractual Term (in Years) | ||
Outstanding | 1 year 6 months | 1 year 8 months 12 days |
Vested and expected to vest | 1 year 6 months | |
Exercisable | 1 year 6 months | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 227,134 | $ 329,151 |
Vested and expected to vest | 227,134 | |
Exercisable | $ 227,134 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of RSUs Activity (Details) - Restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of RSUs Outstanding (in thousands) | ||
Beginning balance (in shares) | 2,725 | |
Granted (in shares) | 101 | |
Released (in shares) | (348) | |
Canceled/Forfeited (in shares) | (74) | |
Ending balance (in shares) | 2,404 | |
Weighted- Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 162.04 | |
Granted (in dollars per share) | 436.91 | |
Released (in dollars per share) | 145.04 | |
Canceled/Forfeited (in dollars per share) | 155.37 | |
Ending balance (in dollars per share) | $ 176.23 | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 716,406 | $ 1,032,997 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 440 | $ 212 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Computation of Company's Basic and Diluted Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator | ||
Net loss | $ (186) | $ (60,721) |
Denominator: | ||
Weighted-average common shares outstanding for diluted net (loss) income per share (in shares) | 90,634 | 87,339 |
Weighted-average common shares outstanding for basic net (loss) income per share (in shares) | 90,634 | 87,339 |
Diluted (in dollars per share) | $ 0 | $ (0.70) |
Basic (in dollars per share) | $ 0 | $ (0.70) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Potential Shares of Common Stock Excluded from Diluted Weighted-Average Common Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares excluded from diluted net loss per share (in shares) | 4,003 | 7,368 |
Shares of common stock issuable under equity incentive awards outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares excluded from diluted net loss per share (in shares) | 3,465 | 5,234 |
Shares of common stock related to convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares excluded from diluted net loss per share (in shares) | 538 | 2,134 |
Basic and Diluted Net Loss Pe_5
Basic and Diluted Net Loss Per Share - Narrative (Details) | Mar. 31, 2021$ / shares |
2023 Note | |
Earnings Per Share [Line Items] | |
Conversion price per share (in dollars per share) | $ 81.45 |
2025 Note | |
Earnings Per Share [Line Items] | |
Conversion price per share (in dollars per share) | 360.43 |
2026 Note | |
Earnings Per Share [Line Items] | |
Conversion price per share (in dollars per share) | $ 424.03 |
Related Party Transactions (Det
Related Party Transactions (Details) - Google Inc. - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Total payables to related party | $ 2.9 | $ 2.1 | |
Total expenses incurred from related party | $ 4.8 | $ 6.3 |