Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 | 2022 | |
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) | 84,942,736 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock Outstanding (in shares) | 9,955,674 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 301,929 | $ 267,162 |
Accounts receivable, net | 257,323 | 232,842 |
Deferred and prepaid sales commission costs | 110,019 | 102,572 |
Prepaid expenses and other current assets | 51,484 | 48,165 |
Total current assets | 720,755 | 650,741 |
Property and equipment, net | 173,436 | 166,910 |
Operating lease right-of-use assets | 44,370 | 47,294 |
Long-term investments | 163,811 | 210,445 |
Deferred and prepaid sales commission costs, non-current | 729,920 | 723,448 |
Goodwill | 55,083 | 55,490 |
Acquired intangibles, net | 672,471 | 716,606 |
Other assets | 7,906 | 8,105 |
Total assets | 2,567,752 | 2,579,039 |
Current liabilities | ||
Accounts payable | 77,019 | 70,022 |
Accrued liabilities | 297,256 | 279,798 |
Deferred revenue | 201,394 | 176,450 |
Total current liabilities | 575,669 | 526,270 |
Convertible senior notes, net | 1,635,059 | 1,398,489 |
Operating lease liabilities | 28,213 | 31,812 |
Other long-term liabilities | 80,579 | 84,052 |
Total liabilities | 2,319,520 | 2,040,623 |
Commitments and contingencies (Note 7) | ||
Series A convertible preferred stock | 199,449 | 199,449 |
Stockholders' equity | ||
Common stock | 9 | 9 |
Additional paid-in capital | 855,894 | 1,086,870 |
Accumulated other comprehensive income (loss) | (1,418) | 644 |
Accumulated deficit | (805,702) | (748,556) |
Total stockholders' equity | 48,783 | 338,967 |
Total liabilities, temporary equity and stockholders’ equity | $ 2,567,752 | $ 2,579,039 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Total revenues | $ 467,656 | $ 352,356 |
Cost of revenues | ||
Total cost of revenues | 155,474 | 96,981 |
Gross profit | 312,182 | 255,375 |
Operating expenses | ||
Research and development | 90,274 | 62,676 |
Sales and marketing | 254,455 | 179,249 |
General and administrative | 70,995 | 55,461 |
Total operating expenses | 415,724 | 297,386 |
Loss from operations | (103,542) | (42,011) |
Other income (expense), net | ||
Interest expense | (1,232) | (16,278) |
Other income (expense) | (45,219) | 58,543 |
Other income (expense), net | (46,451) | 42,265 |
Gain (loss) before income taxes | (149,993) | 254 |
Provision for income taxes | 979 | 440 |
Net loss | $ (150,972) | $ (186) |
Net loss per common share | ||
Basic (in dollars per share) | $ (1.60) | $ 0 |
Diluted (in dollars per share) | $ (1.60) | $ 0 |
Weighted-average number of shares used in computing net loss per share | ||
Basic (in shares) | 94,574 | 90,634 |
Diluted (in shares) | 94,574 | 90,634 |
Subscriptions | ||
Revenues | ||
Total revenues | $ 439,927 | $ 325,223 |
Cost of revenues | ||
Total cost of revenues | 129,689 | 73,247 |
Other | ||
Revenues | ||
Total revenues | 27,729 | 27,133 |
Cost of revenues | ||
Total cost of revenues | $ 25,785 | $ 23,734 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (150,972) | $ (186) |
Other comprehensive loss | ||
Foreign currency translation adjustments, net | (2,062) | (3,412) |
Comprehensive loss | $ (153,034) | $ (3,598) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative effect of accounting change | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative effect of accounting change | Accumulated Other Comprehensive Income | Accumulated Deficit | Accumulated DeficitCumulative effect of accounting change |
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 repurchase or redemption of 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) | |||
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) | |||
Stockholders' equity, ending balance (in shares) at Dec. 31, 2021 | 94,309 | |||||||
Stockholders' equity, ending balance at Dec. 31, 2021 | $ 338,967 | $ (235,454) | $ 9 | 1,086,870 | $ (329,280) | 644 | (748,556) | $ 93,826 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accounting standards update, extensible enumeration | Accounting Standards Update 2020-06 [Member] | |||||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings (in shares) | 588 | |||||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings | $ (120) | (120) | ||||||
Share-based compensation | 98,424 | 98,424 | ||||||
Changes in other comprehensive income | (2,062) | (2,062) | ||||||
Net loss | (150,972) | (150,972) | ||||||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2022 | 94,897 | |||||||
Stockholders' equity, ending balance at Mar. 31, 2022 | $ 48,783 | $ 9 | $ 855,894 | $ (1,418) | $ (805,702) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (150,972) | $ (186) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 60,929 | 24,577 |
Share-based compensation | 97,608 | 54,962 |
Amortization of deferred and prepaid sales commission costs | 23,173 | 15,644 |
Amortization of debt discount and issuance costs | 1,116 | 16,200 |
Loss on early extinguishment of debt | 0 | 658 |
Repayment of convertible senior notes attributable to debt discount | 0 | (4,712) |
Reduction of operating lease right-of-use assets | 4,877 | 4,322 |
Unrealized loss (gain) on investments | 47,384 | (57,521) |
Provision for bad debt | 4,605 | 1,485 |
Other | (251) | 73 |
Changes in assets and liabilities: | ||
Accounts receivable | (29,086) | 7,697 |
Deferred and prepaid sales commission costs | (39,487) | (36,502) |
Prepaid expenses and other assets | (2,554) | 7,128 |
Accounts payable | 6,868 | (8,109) |
Accrued and other liabilities | 15,097 | 11,599 |
Deferred revenue | 24,944 | 4,022 |
Operating lease liabilities | (5,256) | (4,382) |
Net cash provided by operating activities | 58,995 | 36,955 |
Cash flows from investing activities | ||
Purchases of property and equipment | (6,852) | (8,721) |
Capitalized internal-use software | (13,591) | (9,757) |
Purchases of intangible assets and long-term investments | (1,484) | (8,358) |
Net cash used in investing activities | (21,927) | (26,836) |
Cash flows from financing activities | ||
Payments for repurchase or redemption of convertible senior notes | 0 | (178,911) |
Proceeds from issuance of stock in connection with stock plans | 627 | 1,192 |
Payments for taxes related to net share settlement of equity awards | (747) | (4,900) |
Payment for contingent consideration for business acquisition | 0 | (3,600) |
Repayment of financing obligations | (1,810) | (277) |
Net cash used in financing activities | (1,930) | (186,496) |
Effect of exchange rate changes | (371) | (409) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 34,767 | (176,786) |
Cash, cash equivalents, and restricted cash | ||
Beginning of period | 267,162 | 639,853 |
End of period | 301,929 | 463,067 |
Supplemental disclosure of cash flow data: | ||
Cash paid for interest | 131 | 28 |
Cash paid for income taxes, net of refunds | 487 | 320 |
Non-cash investing and financing activities | ||
Equipment and capitalized internal-use software purchased and unpaid at period end | $ 8,957 | $ 5,835 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. 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, 2022. 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, 2021, filed with the SEC on March 1, 2022. 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, 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. We assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact. 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, 2022 and December 31, 2021, none of the Company’s customers accounted for more than 10% of the Company’s total accounts receivable. Long-lived assets by geographic location are based on the location of the legal entity that owns the asset. As of March 31, 2022 and December 31, 2021, approximately 95% of the Company’s consolidated long-lived assets 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 amendments in this ASU are not expected to have a material impact on the Company's consolidated financial statements. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This update simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. This update also eliminates the treasury stock method and instead requires entities to calculate the impact of convertible instruments on diluted earnings per share when the instruments may be settled in cash or shares. The required use of the if-converted method did not impact the diluted net loss per share as the Company was in a net loss position. The Company adopted this update, effective January 1, 2022, using the modified retrospective method. Upon adoption, the Company is no longer recording the conversion feature of its convertible senior notes in equity. Instead, the Company combined the previously separated equity component with the liability component, which together is now classified as debt, thereby eliminating the subsequent amortization of the debt discount as interest expense. Similarly, the portion of issuance costs previously allocated to equity was reclassified to debt and amortized as interest expense. Accordingly, the Company recorded a decrease to accumulated deficit of approximately $93.8 million, a decrease to additional paid-in capital of $329.3 million, and an increase to convertible senior notes, net of approximately $235.5 million. Prior period financial statements were not restated. |
Revenue and Cost of Revenue
Revenue and Cost of Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Cost of Revenue | Note 2. 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 services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Disaggregation of revenue The following table provides information about disaggregated revenue by primary geographical markets: Three Months Ended 2022 2021 Primary geographical markets North America 90 % 88 % Others 10 12 Total revenues 100 % 100 % The Company derived over 90% of subscriptions revenues from RingCentral MVP and RingCentral customer engagement solutions products for both the three months ended March 31, 2022 and 2021. Deferred revenue During the three months ended March 31, 2022, the Company recognized revenue of $105.2 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, 2022 that has not yet been recognized was approximately $1.9 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 52% of this balance over the next 12 months and 48% thereafter. Other revenues and cost of revenues Other revenues are primarily comprised of product revenue from the sale of pre-configured phones and professional services. Product revenues from the sale of pre-configured phones were $11.3 million and $11.6 million for the three months ended March 31, 2022 and 2021, respectively. Cost of product revenues were $10.8 million and $10.4 million for the three months ended March 31, 2022 and 2021, respectively. |
Financial Statement Components
Financial Statement Components | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Components | Note 3. Financial Statement Components Cash and cash equivalents consisted of the following (in thousands): March 31, 2022 December 31, 2021 Cash $ 72,802 $ 91,499 Money market funds 229,127 175,663 Total cash and cash equivalents $ 301,929 $ 267,162 As of March 31, 2022, $5.5 million in the cash balance above represents restricted cash, which is held in the form of a bank deposit for issuance of a foreign bank guarantee. Accounts receivable, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Accounts receivable $ 206,318 $ 193,192 Unbilled accounts receivable 60,206 47,676 Allowance for doubtful accounts (9,201) (8,026) Accounts receivable, net $ 257,323 $ 232,842 Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2022 December 31, 2021 Prepaid expenses $ 30,193 $ 26,254 Inventory 5,747 5,655 Other current assets 15,544 16,256 Total prepaid expenses and other current assets $ 51,484 $ 48,165 Property and equipment, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Computer hardware and software $ 203,769 $ 197,395 Internal-use software development costs 155,684 140,424 Furniture and fixtures 8,854 8,660 Leasehold improvements 13,984 13,533 Total property and equipment, gross 382,291 360,012 Less: accumulated depreciation and amortization (208,855) (193,102) Property and equipment, net $ 173,436 $ 166,910 Total depreciation and amortization expense related to property and equipment was $16.9 million and $13.0 million for the three months ended March 31, 2022 and 2021, respectively. The carrying value of goodwill is as follows (in thousands): Balance at December 31, 2021 $ 55,490 Foreign currency translation adjustments (407) Balance at March 31, 2022 $ 55,083 The carrying values of intangible assets are as follows (in thousands): March 31, 2022 December 31, 2021 Weighted-Average Remaining Useful Life Cost Accumulated Acquired Cost Accumulated Acquired Customer relationships 1.3 years $ 21,164 $ 16,551 $ 4,613 $ 21,333 $ 15,725 $ 5,608 Developed technology 4.4 years 814,798 146,940 667,858 814,873 103,875 710,998 Total acquired intangible assets $ 835,962 $ 163,491 $ 672,471 $ 836,206 $ 119,600 $ 716,606 Amortization expense from acquired intangible assets for the three months ended March 31, 2022 and 2021 was $44.1 million and $11.6 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. Estimated amortization expense for acquired intangible assets for the following fiscal years is as follows (in thousands): 2022 (remaining) $ 128,666 2023 150,587 2024 147,056 2025 132,887 2026 onwards 113,275 Total estimated amortization expense $ 672,471 Accrued liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Accrued compensation and benefits $ 53,882 $ 48,911 Accrued sales, use, and telecom related taxes 33,390 30,463 Accrued marketing 56,048 52,547 Operating lease liabilities, short-term 18,973 18,686 Other accrued expenses 134,963 129,191 Total accrued liabilities $ 297,256 $ 279,798 Deferred and Prepaid Sales Commission Costs Amortization expense for the deferred and prepaid sales commission costs was $23.2 million and $15.6 million for the three months ended March 31, 2022 and 2021, 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, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4. 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 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 229,127 $ 229,127 $ — $ — Non-current assets: Long-term investments $ 154,361 $ — $ — $ 154,361 Marketable equity investments $ 6,820 $ 6,820 $ — $ — Fair Value at Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 175,663 $ 175,663 $ — $ — Non-current assets: Long-term investments $ 199,965 $ — $ — $ 199,965 Marketable equity investments $ 8,600 $ 8,600 $ — $ — 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, 2022, the fair value of the 0% convertible senior notes due 2026 (the “2026 Notes”) was approximately $538.9 million, and 0% convertible senior notes due 2025 (the “2025 Notes”) was approximately $882.0 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, 2022 and December 31, 2021, t he fair value of the Company's long-term investments in convertible and redeemable preferred stock was $154.4 million and $200.0 million , respectively. The Company classifies these 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 with net unrealized gain (loss) recorded in other income (expense) . The Company recorded a loss of $46.6 million for the three months ended March 31, 2022 compared to a gain of $56.6 million for the three months ended March 31, 2021. Volatility in the global economic climate and financial markets, including the effects of the ongoing Russian invasion of Ukraine, rising inflation, and continued effect of the COVID-19 pandemic, could result in a significant change in the underlying share-price of the Company’s investees, resulting in a material change in the value of the long-term investments. Marketable Equity Investments The Company has certain marketable equity investments in which it does not have a controlling interest or a significant influence. As of March 31, 2022 and December 31, 2021, the fair value of these marketable equity investments, which have readily determinable fair values, were $6.8 million and $8.6 million, respectively. These investments are reported at fair value in long-term investments in the Consolidated Balance Sheets with net unrealized gain (loss) recorded in other income (expense). The Company recorded a loss of $1.8 million for the three months ended March 31, 2022. There were no sales of marketable equity investments for the three months ended March 31, 2022. Other Non-Marketable Investments As of March 31, 2022, the Company had an immaterial amount of non-marketable investments held in debt and equity securities without readily determinable fair values in which it had neither a controlling interest nor significant influence. These investments are carried at cost under the measurement alternative as part of long-term investments in the Consolidated Balance Sheets. |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Note 5. 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 would have matured 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 the second quarter of 2021, the Company redeemed the remaining outstanding principal balance of its 2023 Notes. 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. Other Terms of the Notes 2025 Notes 2026 Notes $1,000 principal amount initially convertible into number of the Company’s Class A Common Stock, par value $0.0001 2.7745 shares 2.3583 shares Equivalent initial approximate conversion price per share $ 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 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. Under the terms of the respective Notes Indentures, effective January 1, 2022, the Company made an irrevocable election to settle the principal portion of the Notes only in cash, with the conversion premium to be settled in cash or shares. During the three months ended March 31, 2022, 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 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, 2022 were as follows (in thousands): 2025 Notes 2026 Notes Principal $ 1,000,000 $ 650,000 Unamortized issuance cost (7,904) (7,037) Net carrying amount (1) $ 992,096 $ 642,963 (1) The net carrying amount was increased on January 1, 2022 as a result of the adoption of ASU No. 2020-06. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies , in this Quarterly Report on Form 10-Q for further information. The following table sets forth the total interest expense recognized related to the Notes (in thousands): Three Months Ended 2022 2021 Amortization of debt discount (1) $ — $ 15,411 Amortization of debt issuance cost (1) 1,116 789 Total interest expense related to the Notes (1) $ 1,116 $ 16,200 (1) The decrease in total interest expense during the three months ended March 31, 2022 was due to the derecognition of the unamortized debt discount, partially offset by the increase in the amortization of issuance costs previously recognized in equity. These changes were the result of the Company’s adoption of ASU No. 2020-06, as of January 1, 2022, as described in Note 1, Description of Business and Summary of Significant Accounting Policies. 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 Notes 2025 Notes 2026 Notes 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 All of the capped call transactions, including the capped call relating to the 2023 Notes, were outstanding as of March 31, 2022. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 6. 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, 2022, non-cancellable leases expire on various dates between 2022 and 2029. The components of leases are as follows (in thousands): March 31, 2022 December 31, 2021 Operating leases Operating lease right-of-use assets $ 44,370 $ 47,294 Accrued liabilities $ 18,973 $ 18,686 Operating lease liabilities 28,213 31,812 Total operating lease liabilities $ 47,186 $ 50,498 Three Months Ended March 31, 2022 2021 Supplemental Cash Flow Information (in thousands) Operating cash flows resulting from operating leases: Cash paid for amounts included in the measurement of lease liabilities $ 5,813 $ 5,072 New ROU assets obtained in exchange of lease liabilities: Operating leases $ 2,095 $ 2,302 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. 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. 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 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 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 parties participated in mediation on August 24, 2021. On September 16, 2021, Reuben filed an amended complaint. The Company filed a demurrer to the amended complaint on October 18, 2021. Reuben filed her opposition on November 8, 2021, and the Company filed its reply on November 22, 2021. A hearing was held on January 6, 2022. The Court overruled the Company’s demurrer and scheduled a case management conference for July 14, 2022. This litigation is still in its 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 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. 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 20, 2023. This litigation is still in the midst of discovery. 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 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. |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Note 8. Convertible Preferred Stock Series A Convertible Preferred Stock On November 8, 2021, the Company entered into the Investment Agreement, pursuant to which the Company sold to Searchlight Investor, in a private placement exempt from registration under the Securities Act of 1933, as amended, 200,000 shares of newly-issued Series A Convertible Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $200 million. The Series A Convertible Preferred Stock issued to Searchlight Investor pursuant to the Investment Agreement is convertible into shares of the Company's Class A Common Stock, par value $0.0001 per share, at a conversion price of $269.22 per share, subject to adjustment as provided in the certificate of designations specifying the terms of such shares. The transactions contemplated by the Investment Agreement closed on November 9, 2021. The Series A Convertible Preferred Stock ranks senior to the shares of the Company’s Class A Common Stock and Class B Common Stock with respect to rights on the distribution of assets on any voluntary or involuntary liquidation or winding up of the affairs of the Company. The Series A Convertible Preferred Stock is a zero coupon, perpetual preferred stock, with a liquidation preference of $1,000 per share and other customary terms, including with respect to mandatory conversion and change of control premium under certain circumstances. The shares of Series A Convertible Preferred Stock shall not be redeemable or otherwise mature, other than for a liquidation or a specified change in control event as provided in the certificate of designations specifying the terms of such shares. Holders of Series A Convertible Preferred Stock will be entitled to vote with the holders of the Class A Common Stock and Class B Common Stock on an as-converted basis. Holders of the Series A Convertible Preferred Stock will be entitled to a separate class vote with respect to, among other things, certain amendments to the Company’s organizational documents that have an adverse impact on the rights, preferences, privileges or voting power of the Series A Convertible Preferred Stock, authorizations or issuances of Company capital stock, or other securities convertible into capital stock, that is senior to, or equal in priority with, the Series A Convertible Preferred Stock, and increases or decreases in the number of authorized shares of Series A Convertible Preferred Stock. As the liquidation or specified change in control event is not solely within the Company’s control, the Series A Convertible Preferred Stock is therefore classified as temporary equity and recorded outside of stockholders’ equity on the Condensed Consolidated Balance Sheet. As of March 31, 2022, there were 200,000 shares of the Company's Series A Convertible Preferred Stock issued and outstanding, and the carrying value, net of issuance costs, was $199.4 million. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 9. 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 2022 2021 Cost of revenues $ 9,047 $ 4,742 Research and development 23,198 13,189 Sales and marketing 39,877 21,343 General and administrative 25,486 15,688 Total share-based compensation expense $ 97,608 $ 54,962 A summary of share-based compensation expense by award type is as follows (in thousands): Three Months Ended 2022 2021 Options $ — $ 1 Employee stock purchase plan rights 2,416 2,023 Restricted stock units 95,192 52,938 Total share-based compensation expense $ 97,608 $ 54,962 Equity Incentive Plans As of March 31, 2022, a total of 23,738,213 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, 2022 and changes during the period then ended is presented in the following table: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2021 154 $ 9.12 0.9 $ 27,465 Exercised (88) 7.10 Canceled/Forfeited — — Outstanding at March 31, 2022 66 $ 11.82 0.9 $ 6,926 Vested and expected to vest as of March 31, 2022 66 $ 11.82 0.9 $ 6,926 Exercisable as of March 31, 2022 66 $ 11.82 0.9 $ 6,926 There were no options granted during the three months ended March 31, 2022 and 2021. The total intrinsic value of options exercised during the three months ended March 31, 2022 and 2021 were $11.5 million and $37.4 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, 2022, there was a total of $1.6 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, 2022, a total of 6,389,798 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, 2022, and changes during the period then ended is presented in the following table: Number of Weighted- Aggregate Outstanding at December 31, 2021 2,851 $ 258.26 $ 534,186 Granted 1,181 156.11 Released (505) 193.98 Canceled/Forfeited (234) 251.78 Outstanding at March 31, 2022 3,293 $ 231.94 $ 386,023 As of March 31, 2022, there was a total of $577.4 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 2.9 years. Bonus Plan The Company's board of directors (the "Board") adopted employee equity bonus plans (the “Bonus 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, 2022, the Company issued 81,104 RSUs under the Bonus Plans. The total requisite service period of each quarterly award is approximately 0.4 years. The unrecognized share-based compensation expense was approximately $4.9 million, which will be recognized over the remaining service period of 0.1 years. The shares issued under the Bonus 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, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes The provision for income taxes for the three months ended March 31, 2022 and 2021, was $1.0 million and $0.4 million, respectively. The provision for income taxes for the three months ended March 31, 2022 and 2021 consisted primarily of foreign income taxes and state minimum taxes. For the three months ended March 31, 2022 and 2021, 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 continues to provide a full valuation allowance against the entire domestic and the majority of the foreign net deferred tax assets as of March 31, 2022 and December 31, 2021. The Company intends to maintain the full valuation allowance on the U.S. and certain foreign 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, 2022, 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, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | Note 11. 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, convertible senior notes, and convertible preferred stock, to the extent dilutive. For the three months ended March 31, 2022 and 2021, 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 2022 2021 Numerator Net loss $ (150,972) $ (186) Denominator Weighted-average common shares outstanding for basic and diluted net loss per share 94,574 90,634 Basic and diluted net loss per share $ (1.60) $ — 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 2022 2021 Shares of common stock issuable under equity incentive plans outstanding 3,253 3,465 Shares of common stock related to convertible preferred stock 743 — Shares of common stock related to convertible senior notes — 538 Potential common shares excluded from diluted net loss per share 3,996 4,003 Under the terms of the respective Notes Indentures, effective January 1, 2022, the Company made an irrevocable election to settle the principal portion of the Notes only in cash, with the conversion premium to be settled in cash or shares. Upon the adoption of ASU No. 2020-06 on January 1, 2022, the Company calculates the potential dilutive effect of its 2025 Notes and 2026 Notes under the if-converted method. Under this method, only the amounts settled in excess of the principal will be considered in diluted earnings per share, in line with the terms of our Notes Indentures. 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 the 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, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12. Related Party Transactions In 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, 2022 and December 31, 2021 were $4.6 million and $3.0 million, respectively. Total expenses incurred from Google Inc. were $6.1 million and $4.8 million for the three months ended March 31, 2022 and 2021. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022. 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, 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. We assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact. |
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, 2022 and December 31, 2021, none of the Company’s customers accounted for more than 10% of the Company’s total accounts receivable. Long-lived assets by geographic location are based on the location of the legal entity that owns the asset. As of March 31, 2022 and December 31, 2021, approximately 95% of the Company’s consolidated long-lived assets 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 and Recently Adopted Accounting Pronouncements | 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 amendments in this ASU are not expected to have a material impact on the Company's consolidated financial statements. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This update simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. This update also eliminates the treasury stock method and instead requires entities to calculate the impact of convertible instruments on diluted earnings per share when the instruments may be settled in cash or shares. The required use of the if-converted method did not impact the diluted net loss per share as the Company was in a net loss position. The Company adopted this update, effective January 1, 2022, using the modified retrospective method. Upon adoption, the Company is no longer recording the conversion feature of its convertible senior notes in equity. Instead, the Company combined the previously separated equity component with the liability component, which together is now classified as debt, thereby eliminating the subsequent amortization of the debt discount as interest expense. Similarly, the portion of issuance costs previously allocated to equity was reclassified to debt and amortized as interest expense. Accordingly, the Company recorded a decrease to accumulated deficit of approximately $93.8 million, a decrease to additional paid-in capital of $329.3 million, and an increase to convertible senior notes, net of approximately $235.5 million. Prior period financial statements were not restated. |
Revenue and Cost of Revenue (Ta
Revenue and Cost of Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information about disaggregated revenue by primary geographical markets: Three Months Ended 2022 2021 Primary geographical markets North America 90 % 88 % Others 10 12 Total revenues 100 % 100 % |
Financial Statement Components
Financial Statement Components (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 December 31, 2021 Cash $ 72,802 $ 91,499 Money market funds 229,127 175,663 Total cash and cash equivalents $ 301,929 $ 267,162 |
Components of Accounts Receivable, Net | Accounts receivable, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Accounts receivable $ 206,318 $ 193,192 Unbilled accounts receivable 60,206 47,676 Allowance for doubtful accounts (9,201) (8,026) Accounts receivable, net $ 257,323 $ 232,842 |
Components of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2022 December 31, 2021 Prepaid expenses $ 30,193 $ 26,254 Inventory 5,747 5,655 Other current assets 15,544 16,256 Total prepaid expenses and other current assets $ 51,484 $ 48,165 |
Components of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Computer hardware and software $ 203,769 $ 197,395 Internal-use software development costs 155,684 140,424 Furniture and fixtures 8,854 8,660 Leasehold improvements 13,984 13,533 Total property and equipment, gross 382,291 360,012 Less: accumulated depreciation and amortization (208,855) (193,102) Property and equipment, net $ 173,436 $ 166,910 |
Schedule of Goodwill | The carrying value of goodwill is as follows (in thousands): Balance at December 31, 2021 $ 55,490 Foreign currency translation adjustments (407) Balance at March 31, 2022 $ 55,083 |
Summary of Carrying Values of Intangible Assets | The carrying values of intangible assets are as follows (in thousands): March 31, 2022 December 31, 2021 Weighted-Average Remaining Useful Life Cost Accumulated Acquired Cost Accumulated Acquired Customer relationships 1.3 years $ 21,164 $ 16,551 $ 4,613 $ 21,333 $ 15,725 $ 5,608 Developed technology 4.4 years 814,798 146,940 667,858 814,873 103,875 710,998 Total acquired intangible assets $ 835,962 $ 163,491 $ 672,471 $ 836,206 $ 119,600 $ 716,606 |
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): 2022 (remaining) $ 128,666 2023 150,587 2024 147,056 2025 132,887 2026 onwards 113,275 Total estimated amortization expense $ 672,471 |
Components of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Accrued compensation and benefits $ 53,882 $ 48,911 Accrued sales, use, and telecom related taxes 33,390 30,463 Accrued marketing 56,048 52,547 Operating lease liabilities, short-term 18,973 18,686 Other accrued expenses 134,963 129,191 Total accrued liabilities $ 297,256 $ 279,798 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 229,127 $ 229,127 $ — $ — Non-current assets: Long-term investments $ 154,361 $ — $ — $ 154,361 Marketable equity investments $ 6,820 $ 6,820 $ — $ — Fair Value at Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 175,663 $ 175,663 $ — $ — Non-current assets: Long-term investments $ 199,965 $ — $ — $ 199,965 Marketable equity investments $ 8,600 $ 8,600 $ — $ — |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Terms | 2025 Notes 2026 Notes $1,000 principal amount initially convertible into number of the Company’s Class A Common Stock, par value $0.0001 2.7745 shares 2.3583 shares Equivalent initial approximate conversion price per share $ 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, 2022 were as follows (in thousands): 2025 Notes 2026 Notes Principal $ 1,000,000 $ 650,000 Unamortized issuance cost (7,904) (7,037) Net carrying amount (1) $ 992,096 $ 642,963 (1) The net carrying amount was increased on January 1, 2022 as a result of the adoption of ASU No. 2020-06. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies , in this Quarterly Report on Form 10-Q for further information. |
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 2022 2021 Amortization of debt discount (1) $ — $ 15,411 Amortization of debt issuance cost (1) 1,116 789 Total interest expense related to the Notes (1) $ 1,116 $ 16,200 (1) The decrease in total interest expense during the three months ended March 31, 2022 was due to the derecognition of the unamortized debt discount, partially offset by the increase in the amortization of issuance costs previously recognized in equity. These changes were the result of the Company’s adoption of ASU No. 2020-06, as of January 1, 2022, as described in Note 1, Description of Business and Summary of Significant Accounting Policies. |
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 Notes 2025 Notes 2026 Notes 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, 2022 | |
Leases [Abstract] | |
Components of Leases | The components of leases are as follows (in thousands): March 31, 2022 December 31, 2021 Operating leases Operating lease right-of-use assets $ 44,370 $ 47,294 Accrued liabilities $ 18,973 $ 18,686 Operating lease liabilities 28,213 31,812 Total operating lease liabilities $ 47,186 $ 50,498 |
Lease Cost | Three Months Ended March 31, 2022 2021 Supplemental Cash Flow Information (in thousands) Operating cash flows resulting from operating leases: Cash paid for amounts included in the measurement of lease liabilities $ 5,813 $ 5,072 New ROU assets obtained in exchange of lease liabilities: Operating leases $ 2,095 $ 2,302 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 Cost of revenues $ 9,047 $ 4,742 Research and development 23,198 13,189 Sales and marketing 39,877 21,343 General and administrative 25,486 15,688 Total share-based compensation expense $ 97,608 $ 54,962 |
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 2022 2021 Options $ — $ 1 Employee stock purchase plan rights 2,416 2,023 Restricted stock units 95,192 52,938 Total share-based compensation expense $ 97,608 $ 54,962 |
Summary of Stock Option Activity Plans | A summary of option activity under all of the Company’s equity incentive plans as of March 31, 2022 and changes during the period then ended is presented in the following table: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2021 154 $ 9.12 0.9 $ 27,465 Exercised (88) 7.10 Canceled/Forfeited — — Outstanding at March 31, 2022 66 $ 11.82 0.9 $ 6,926 Vested and expected to vest as of March 31, 2022 66 $ 11.82 0.9 $ 6,926 Exercisable as of March 31, 2022 66 $ 11.82 0.9 $ 6,926 |
Summary of RSUs Activity | A summary of activity of RSUs under the 2013 Plan as of March 31, 2022, and changes during the period then ended is presented in the following table: Number of Weighted- Aggregate Outstanding at December 31, 2021 2,851 $ 258.26 $ 534,186 Granted 1,181 156.11 Released (505) 193.98 Canceled/Forfeited (234) 251.78 Outstanding at March 31, 2022 3,293 $ 231.94 $ 386,023 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Company's Basic and Diluted Net Income (Loss) 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 2022 2021 Numerator Net loss $ (150,972) $ (186) Denominator Weighted-average common shares outstanding for basic and diluted net loss per share 94,574 90,634 Basic and diluted net loss per share $ (1.60) $ — |
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 2022 2021 Shares of common stock issuable under equity incentive plans outstanding 3,253 3,465 Shares of common stock related to convertible preferred stock 743 — Shares of common stock related to convertible senior notes — 538 Potential common shares excluded from diluted net loss per share 3,996 4,003 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($)segment | Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Concentration Risk [Line Items] | ||||
Number of reporting segments | segment | 1 | |||
(Decrease) increase in equity amount | $ (48,783) | $ (338,967) | $ (213,068) | $ (308,459) |
Cumulative effect of accounting change | ||||
Concentration Risk [Line Items] | ||||
(Decrease) increase in equity amount | 235,454 | |||
Accumulated Deficit | ||||
Concentration Risk [Line Items] | ||||
(Decrease) increase in equity amount | 805,702 | 748,556 | 372,492 | 372,306 |
Accumulated Deficit | Cumulative effect of accounting change | ||||
Concentration Risk [Line Items] | ||||
(Decrease) increase in equity amount | (93,826) | |||
Additional Paid-in Capital | ||||
Concentration Risk [Line Items] | ||||
(Decrease) increase in equity amount | $ (855,894) | (1,086,870) | $ (582,157) | $ (673,950) |
Additional Paid-in Capital | Cumulative effect of accounting change | ||||
Concentration Risk [Line Items] | ||||
(Decrease) increase in equity amount | $ 329,280 | |||
Minimum | U.S. | Long-lived Assets | Geographic Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk (as a percentage) | 95.00% | 95.00% |
Revenue and Cost of Revenue (De
Revenue and Cost of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 105,200 | |
Revenue, remaining performance obligation, amount | 1,900,000 | |
Product revenues | 467,656 | $ 352,356 |
Product cost of revenues | $ 155,474 | $ 96,981 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, percentage | 52.00% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, percentage | 48.00% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | ||
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 | Geographic Concentration Risk | North America | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percentage) | 90.00% | 88.00% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Others | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percentage) | 10.00% | 12.00% |
Subscriptions | ||
Disaggregation of Revenue [Line Items] | ||
Product revenues | $ 439,927 | $ 325,223 |
Product cost of revenues | $ 129,689 | $ 73,247 |
Subscriptions | 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 | $ 11,300 | $ 11,600 |
Product cost of revenues | $ 10,800 | $ 10,400 |
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 |
Financial Statement Component_2
Financial Statement Components - Components of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 72,802 | $ 91,499 | ||
Money market funds | 229,127 | 175,663 | ||
Total cash and cash equivalents | $ 301,929 | $ 267,162 | $ 463,067 | $ 639,853 |
Financial Statement Component_3
Financial Statement Components - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted cash | $ 5,500,000 | |
Depreciation and amortization | 16,900,000 | $ 13,000,000 |
Amortization expense of Intangible Assets | 44,100,000 | 11,600,000 |
Amortization of deferred and prepaid sales commission costs | 23,173,000 | 15,644,000 |
Impairment loss in relation to costs capitalized | $ 0 | $ 0 |
Financial Statement Component_4
Financial Statement Components - Components of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 206,318 | $ 193,192 |
Unbilled accounts receivable | 60,206 | 47,676 |
Allowance for doubtful accounts | (9,201) | (8,026) |
Accounts receivable, net | $ 257,323 | $ 232,842 |
Financial Statement Component_5
Financial Statement Components - Components of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 30,193 | $ 26,254 |
Inventory | 5,747 | 5,655 |
Other current assets | 15,544 | 16,256 |
Total prepaid expenses and other current assets | $ 51,484 | $ 48,165 |
Financial Statement Component_6
Financial Statement Components - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 382,291 | $ 360,012 |
Less: accumulated depreciation and amortization | (208,855) | (193,102) |
Property and equipment, net | 173,436 | 166,910 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 203,769 | 197,395 |
Internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 155,684 | 140,424 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 8,854 | 8,660 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 13,984 | $ 13,533 |
Financial Statement Component_7
Financial Statement Components - Components of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 55,490 |
Foreign currency translation adjustments | (407) |
Goodwill, ending balance | $ 55,083 |
Financial Statement Component_8
Financial Statement Components - Summary of Carrying Values of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 835,962 | $ 836,206 |
Accumulated Amortization | 163,491 | 119,600 |
Total estimated amortization expense | $ 672,471 | 716,606 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 1 year 3 months 18 days | |
Cost | $ 21,164 | 21,333 |
Accumulated Amortization | 16,551 | 15,725 |
Total estimated amortization expense | $ 4,613 | 5,608 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 4 years 4 months 24 days | |
Cost | $ 814,798 | 814,873 |
Accumulated Amortization | 146,940 | 103,875 |
Total estimated amortization expense | $ 667,858 | $ 710,998 |
Financial Statement Component_9
Financial Statement Components - Summary of Estimated Amortization Expense for Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2022 (remaining) | $ 128,666 | |
2023 | 150,587 | |
2024 | 147,056 | |
2025 | 132,887 | |
2026 onwards | 113,275 | |
Total estimated amortization expense | $ 672,471 | $ 716,606 |
Financial Statement Componen_10
Financial Statement Components - Components of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and benefits | $ 53,882 | $ 48,911 |
Accrued sales, use, and telecom related taxes | 33,390 | 30,463 |
Accrued marketing | 56,048 | 52,547 |
Operating lease liabilities, short-term | 18,973 | 18,686 |
Other accrued expenses | 134,963 | 129,191 |
Total accrued liabilities | $ 297,256 | $ 279,798 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Assets Carried at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Non-current assets: | ||
Long-term investments | $ 154,361 | $ 199,965 |
Marketable equity investments | 6,820 | 8,600 |
Level 1 | ||
Non-current assets: | ||
Long-term investments | 0 | 0 |
Marketable equity investments | 6,820 | 8,600 |
Level 2 | ||
Non-current assets: | ||
Long-term investments | 0 | 0 |
Marketable equity investments | 0 | 0 |
Level 3 | ||
Non-current assets: | ||
Long-term investments | 154,361 | 199,965 |
Marketable equity investments | 0 | 0 |
Money market funds | ||
Cash equivalents: | ||
Money market funds | 229,127 | 175,663 |
Money market funds | Level 1 | ||
Cash equivalents: | ||
Money market funds | 229,127 | 175,663 |
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, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term investments in convertible and redeemable preferred stock | $ 154,361 | $ 199,965 | |
Unrealized (loss) gain | (46,600) | $ 56,600 | |
Marketable equity investments | 6,820 | 8,600 | |
Recorded loss of marketable equity investments | 1,800 | ||
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 | |
Marketable equity investments | $ 0 | $ 0 | |
2026 Notes | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, interest rate (percentage) | 0.00% | ||
Fair value of convertible senior notes | $ 538,900 | ||
2025 Notes | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, interest rate (percentage) | 0.00% | ||
Fair value of convertible senior notes | $ 882,000 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2018 | Mar. 31, 2022 | |
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Debt redemption price (percentage) | 100.00% | |||
2023 Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 460,000,000 | |||
Debt instrument, interest rate (percentage) | 0.00% | |||
Proceeds from issuance debt, net of discounts and issuance costs | $ 449,500,000 | |||
2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 1,000,000,000 | |||
2025 Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 1,000,000,000 | |||
Debt instrument, interest rate (percentage) | 0.00% | |||
Proceeds from issuance debt, net of discounts and issuance costs | $ 986,500,000 | |||
2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 650,000,000 | |||
2026 Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 650,000,000 | |||
Debt instrument, interest rate (percentage) | 0.00% | |||
Proceeds from issuance debt, net of discounts and issuance costs | $ 640,200,000 |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Conversion of the Notes (Details) - Class A common stock | 1 Months Ended | |||
Sep. 30, 2020$ / shares | Mar. 31, 2020$ / shares | Mar. 31, 2022$ / shares | Nov. 08, 2021$ / shares | |
Debt Instrument [Line Items] | ||||
Stock par value (in dollars per share) | $ 0.0001 | |||
2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Stock par value (in dollars per share) | $ 0.0001 | |||
$1,000 principal amount initially convertible into number of the Company’s Class A Common Stock, par value $0.0001 | 0.0027745 | |||
Equivalent initial approximate conversion price per share (in dollars per share) | $ 360.43 | |||
2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Stock par value (in dollars per share) | $ 0.0001 | |||
$1,000 principal amount initially convertible into number of the Company’s Class A Common Stock, par value $0.0001 | 0.0023583 | |||
Equivalent initial approximate conversion price per share (in dollars per share) | $ 424.03 |
Convertible Senior Notes - Su_2
Convertible Senior Notes - Summary of Net Carrying Amount of Liability Component Convertible Notes (Details) $ in Thousands | Mar. 31, 2022USD ($) |
2025 Notes | |
Debt Instrument [Line Items] | |
Principal | $ 1,000,000 |
Unamortized issuance cost | (7,904) |
Net carrying amount | 992,096 |
2026 Notes | |
Debt Instrument [Line Items] | |
Principal | 650,000 |
Unamortized issuance cost | (7,037) |
Net carrying amount | $ 642,963 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Interest Expense Recognized Related to Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Amortization of debt discount | $ 0 | $ 15,411 |
Amortization of debt issuance costs | 1,116 | 789 |
Total interest expense related to the Notes | $ 1,116 | $ 16,200 |
Convertible Senior Notes - Su_3
Convertible Senior Notes - Summary of Capped Calls (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2018 | |
2023 Notes | 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) | $ 49.9 | ||
2023 Notes | 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 Notes | Class A common stock | |||
Debt Instrument [Line Items] | |||
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 360.43 | ||
2025 Notes | 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 | ||
Net cost incurred (in millions) | $ 60.9 | ||
2025 Notes | 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 Notes | Class A common stock | |||
Debt Instrument [Line Items] | |||
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 424.03 | ||
2026 Notes | 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) | $ 41.8 | ||
2026 Notes | 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, 2022 | Dec. 31, 2021 |
Operating leases | ||
Operating lease right-of-use assets | $ 44,370 | $ 47,294 |
Accrued liabilities | 18,973 | 18,686 |
Operating lease liabilities | 28,213 | 31,812 |
Total operating lease liabilities | $ 47,186 | $ 50,498 |
Operating lease, liability, current, statement of financial position | Accrued liabilities | Accrued liabilities |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating cash flows resulting from operating leases: | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 5,813 | $ 5,072 |
New ROU assets obtained in exchange of lease liabilities: | ||
Operating leases | $ 2,095 | $ 2,302 |
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 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | Nov. 08, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||
Temporary equity, convertible senior notes | $ 199,449,000 | $ 199,449,000 | |
Series A Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares authorized (in shares) | 200,000 | ||
Pare value (in dollars per share) | $ 0.0001 | ||
Aggregate purchase price | $ 200,000,000 | ||
Conversion price (usd per share) | $ 269.22 | ||
Liquidation preference per share (usd per share) | 1,000 | ||
Shares issued (in shares) | 200,000 | ||
Shares outstanding (in shares) | 200,000 | ||
Temporary equity, convertible senior notes | $ 199,400,000 | ||
Class A common stock | |||
Temporary Equity [Line Items] | |||
Stock par value (in dollars per share) | $ 0.0001 |
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, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 97,608 | $ 54,962 |
Cost of revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 9,047 | 4,742 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 23,198 | 13,189 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 39,877 | 21,343 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 25,486 | $ 15,688 |
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, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 97,608 | $ 54,962 |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 0 | 1 |
Employee stock purchase plan rights | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 2,416 | 2,023 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 95,192 | $ 52,938 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options granted (in shares) | 0 | 0 |
Intrinsic value of options exercised | $ 11,500,000 | $ 37,400,000 |
Unamortized share-based compensation expense | $ 0 | |
2013 Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Available for future grants (in shares) | 6,389,798 | |
Unrecognized share-based compensation expense | $ 1,600,000 | |
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 10 months 24 days | |
Vesting period contractual term | 4 years | |
Unrecognized share-based compensation expense | $ 577,400,000 | |
2013 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Available for future grants (in shares) | 23,738,213 | |
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 | $ 4,900,000 | |
Number of shares issued (in shares) | 81,104 | |
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, 2022 | Dec. 31, 2021 | |
Number of Options Outstanding (in thousands) | ||
Beginning balance (in shares) | 154 | |
Exercised (in shares) | (88) | |
Canceled/Forfeited (in shares) | 0 | |
Ending balance (in shares) | 66 | 154 |
Vested and expected to vest (in shares) | 66 | |
Exercisable (in shares) | 66 | |
Weighted- Average Exercise Price Per Share | ||
Beginning balance (in dollars per share) | $ 9.12 | |
Exercised (in dollars per share) | 7.10 | |
Canceled/Forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | 11.82 | $ 9.12 |
Vested and expected to vest (in dollars per share) | 11.82 | |
Exercisable (in dollars per share) | $ 11.82 | |
Weighted- Average Contractual Term (in Years) | ||
Outstanding | 10 months 24 days | 10 months 24 days |
Vested and expected to vest | 10 months 24 days | |
Exercisable | 10 months 24 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 6,926 | $ 27,465 |
Vested and expected to vest | 6,926 | |
Exercisable | $ 6,926 |
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, 2022 | Dec. 31, 2021 | |
Number of RSUs Outstanding (in thousands) | ||
Beginning balance (in shares) | 2,851 | |
Granted (in shares) | 1,181 | |
Released (in shares) | (505) | |
Canceled/Forfeited (in shares) | (234) | |
Ending balance (in shares) | 3,293 | |
Weighted- Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 258.26 | |
Granted (in dollars per share) | 156.11 | |
Released (in dollars per share) | 193.98 | |
Canceled/Forfeited (in dollars per share) | 251.78 | |
Ending balance (in dollars per share) | $ 231.94 | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 386,023 | $ 534,186 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 979 | $ 440 |
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, 2022 | Mar. 31, 2021 | |
Numerator | ||
Net loss | $ (150,972) | $ (186) |
Denominator | ||
Weighted-average common shares outstanding for basic net loss per share (in shares) | 94,574 | 90,634 |
Basic net loss per share (in dollars per share) | $ (1.60) | $ 0 |
Diluted net loss per share (in dollars per share) | $ (1.60) | $ 0 |
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, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares excluded from diluted net loss per share (in shares) | 3,996 | 4,003 |
Shares of common stock issuable under equity incentive plans outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares excluded from diluted net loss per share (in shares) | 3,253 | 3,465 |
Shares of common stock related to convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares excluded from diluted net loss per share (in shares) | 743 | 0 |
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) | 0 | 538 |
Related Party Transactions (Det
Related Party Transactions (Details) - Google Inc. - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Total payables to related party | $ 4.6 | $ 3 | |
Total expenses incurred from related party | $ 6.1 | $ 4.8 |