Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 14, 2023 | Jun. 30, 2022 | |
Document And Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 12(b) Security | Class A Common Stock | ||
Trading Symbol | RNG | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4.5 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001384905 | ||
Common Class A | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 85,549,766 | ||
Class B Common Stock | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 9,924,538 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | San Francisco, California |
Auditor Firm ID | 185 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 269,984 | $ 267,162 |
Accounts receivable, net | 311,318 | 232,842 |
Deferred and prepaid sales commission costs | 158,865 | 102,572 |
Prepaid expenses and other current assets | 55,849 | 48,165 |
Total current assets | 796,016 | 650,741 |
Property and equipment, net | 185,400 | 166,910 |
Operating lease right-of-use assets | 35,433 | 47,294 |
Long-term investments | 4,559 | 210,445 |
Deferred and prepaid sales commission costs, non-current | 438,579 | 723,448 |
Goodwill | 54,335 | 55,490 |
Acquired intangibles, net | 528,051 | 716,606 |
Other assets | 31,289 | 8,105 |
Total assets | 2,073,662 | 2,579,039 |
Current liabilities | ||
Accounts payable | 62,721 | 70,022 |
Accrued liabilities | 380,113 | 279,798 |
Deferred revenue | 209,725 | 176,450 |
Total current liabilities | 652,559 | 526,270 |
Convertible senior notes, net | 1,638,411 | 1,398,489 |
Operating lease liabilities | 20,182 | 31,812 |
Other long-term liabilities | 45,848 | 84,052 |
Total liabilities | 2,357,000 | 2,040,623 |
Commitments and contingencies (Note 8) | ||
Stockholders' (deficit) equity | ||
Additional paid-in capital | 1,059,880 | 1,086,870 |
Accumulated other comprehensive (loss) income | (8,781) | 644 |
Accumulated deficit | (1,533,896) | (748,556) |
Total stockholders' (deficit) equity | (482,787) | 338,967 |
Total liabilities, temporary equity and stockholders' (deficit) equity | 2,073,662 | 2,579,039 |
Series A Convertible Preferred Stock | ||
Current liabilities | ||
Series A convertible preferred stock, $0.0001 par value; 200 shares authorized at December 31, 2022 and 2021; 200 shares issued and outstanding at December 31, 2022 and 2021 | 199,449 | 199,449 |
Common Class A | ||
Stockholders' (deficit) equity | ||
Common stock | 9 | 8 |
Class B Common Stock | ||
Stockholders' (deficit) equity | ||
Common stock | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 200,000 | 200,000 |
Convertible preferred stock, shares issued (in shares) | 200,000 | 200,000 |
Convertible preferred stock, shares outstanding (in shares) | 200,000 | 200,000 |
Common Class A | ||
Stockholders' (deficit) equity | ||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 85,461,000 | 84,335,000 |
Common stock, shares outstanding (in shares) | 85,461,000 | 84,335,000 |
Class B Common Stock | ||
Stockholders' (deficit) equity | ||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 9,924,000 | 9,974,000 |
Common stock, shares outstanding (in shares) | 9,924,000 | 9,974,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Total revenues | $ 1,988,330 | $ 1,594,754 | $ 1,183,657 |
Cost of revenues | |||
Total cost of revenues | 641,731 | 448,369 | 323,607 |
Gross profit | 1,346,599 | 1,146,385 | 860,050 |
Operating expenses | |||
Research and development | 362,256 | 309,739 | 189,484 |
Sales and marketing | 1,057,231 | 854,156 | 583,773 |
General and administrative | 292,898 | 284,276 | 200,032 |
Asset write-down charges | 283,689 | 0 | 0 |
Total operating expenses | 1,996,074 | 1,448,171 | 973,289 |
Loss from operations | (649,475) | (301,786) | (113,239) |
Other income (expense), net | |||
Interest expense | (4,807) | (64,382) | (49,281) |
Other income (expense) | (219,771) | (7,554) | 80,458 |
Other income (expense), net | (224,578) | (71,936) | 31,177 |
Loss before income taxes | (874,053) | (373,722) | (82,062) |
Provision for income taxes | 5,113 | 2,528 | 934 |
Net loss | $ (879,166) | $ (376,250) | $ (82,996) |
Net loss per common share | |||
Basic (in dollars per share) | $ (9.23) | $ (4.10) | $ (0.94) |
Diluted (in dollars per share) | $ (9.23) | $ (4.10) | $ (0.94) |
Weighted-average number of shares used in computing net loss per share | |||
Basic (in shares) | 95,239 | 91,738 | 88,684 |
Diluted (in shares) | 95,239 | 91,738 | 88,684 |
Subscriptions | |||
Revenues | |||
Total revenues | $ 1,887,756 | $ 1,482,080 | $ 1,086,276 |
Cost of revenues | |||
Total cost of revenues | 531,098 | 345,948 | 236,990 |
Other | |||
Revenues | |||
Total revenues | 100,574 | 112,674 | 97,381 |
Cost of revenues | |||
Total cost of revenues | $ 110,633 | $ 102,421 | $ 86,617 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (879,166) | $ (376,250) | $ (82,996) |
Other comprehensive (loss) income | |||
Foreign currency translation adjustments, net | (9,425) | (6,162) | 4,858 |
Comprehensive loss | $ (888,591) | $ (382,412) | $ (78,138) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative effect of accounting change | Common stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative effect of accounting change | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated Deficit Cumulative effect of accounting change |
Beginning balance (in shares) at Dec. 31, 2019 | 86,940 | |||||||
Beginning balance at Dec. 31, 2019 | $ 745,700 | $ 9 | $ 1,033,053 | $ 1,948 | $ (289,310) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings (in shares) | 3,149 | |||||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings, and other commercial arrangements | 4,513 | 4,513 | ||||||
Share-based compensation | 194,667 | 194,667 | ||||||
Equity component of convertible senior notes, net of issuance costs | 329,280 | 329,280 | ||||||
Purchase of capped calls related convertible senior notes | (102,695) | (102,695) | ||||||
Equity component from repurchase or redemption of convertible senior notes (in shares) | 341 | |||||||
Equity component from repurchase or redemption of convertible senior notes | (781,081) | (781,081) | ||||||
Temporary equity reclassification, convertible senior notes | (3,787) | (3,787) | ||||||
Changes in comprehensive income | 4,858 | 4,858 | ||||||
Net loss | (82,996) | (82,996) | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 90,430 | |||||||
Ending 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) | 2,598 | |||||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings, and other commercial arrangements | 15,172 | 15,172 | ||||||
Share-based compensation | 364,135 | 364,135 | ||||||
Equity component from repurchase or redemption of convertible senior notes | (269,584) | (269,584) | ||||||
Temporary equity reclassification, convertible senior notes | 3,787 | 3,787 | ||||||
Issuance of common stock in connection with investments (in shares) | 1,281 | |||||||
Issuance of common stock in connection with investments | 299,410 | 299,410 | ||||||
Changes in comprehensive income | (6,162) | (6,162) | ||||||
Net loss | (376,250) | (376,250) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 94,309 | |||||||
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) | 3,373 | |||||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings, and other commercial arrangements | $ 21,419 | $ 1 | 21,418 | |||||
Repurchases of common stock (in shares) | (2,297) | |||||||
Repurchases of common stock | (99,793) | (99,793) | ||||||
Share-based compensation | 380,665 | 380,665 | ||||||
Changes in comprehensive income | (9,425) | (9,425) | ||||||
Net loss | (879,166) | (879,166) | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 95,385 | |||||||
Ending balance at Dec. 31, 2022 | $ (482,787) | $ 10 | $ 1,059,880 | $ (8,781) | $ (1,533,896) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (879,166) | $ (376,250) | $ (82,996) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 246,561 | 125,292 | 75,612 |
Share-based compensation | 386,009 | 357,965 | 189,600 |
Unrealized loss (gain) on investments | 203,483 | 14,611 | (80,988) |
Asset write-down and other charges | 305,351 | 0 | 0 |
Amortization of deferred and prepaid sales commission costs | 115,184 | 74,165 | 47,207 |
Amortization of debt discount and issuance costs | 4,468 | 64,063 | 49,031 |
Loss on early extinguishment of debt | 0 | 1,736 | 13,284 |
Repayment of convertible senior notes attributable to debt discount | 0 | (10,131) | (35,020) |
Reduction of operating lease right-of-use assets | 19,907 | 18,025 | 15,712 |
Provision for bad debt | 9,367 | 8,132 | 5,936 |
Other | 4,327 | 809 | (2,941) |
Changes in assets and liabilities: | |||
Accounts receivable | (87,843) | (64,940) | (51,980) |
Deferred and prepaid sales commission costs | (235,869) | (178,358) | (274,908) |
Prepaid expenses and other assets | 3,812 | 9,111 | (20,612) |
Accounts payable | (6,166) | 17,852 | 21,916 |
Accrued and other liabilities | 89,473 | 74,517 | 76,467 |
Deferred revenue | 33,275 | 34,227 | 34,851 |
Operating lease liabilities | (20,868) | (18,675) | (15,362) |
Net cash provided by (used in) operating activities | 191,305 | 152,151 | (35,191) |
Cash flows from investing activities | |||
Purchases of property and equipment | (32,713) | (28,959) | (43,618) |
Capitalized internal-use software | (53,730) | (43,692) | (38,113) |
Purchases of intangible assets and long-term investments | (3,990) | (324,178) | (25,955) |
Proceeds from sale of marketable equity investments | 3,223 | 0 | 0 |
Net cash used in investing activities | (87,210) | (396,829) | (107,686) |
Cash flows from financing activities | |||
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 0 | 1,627,177 |
Payments for repurchase or redemption of convertible senior notes | 0 | (333,632) | (1,086,268) |
Payments for capped calls and transaction costs | 0 | 0 | (102,695) |
Proceeds from series A convertible preferred stock, net of issuance costs | 0 | 199,449 | 0 |
Payments for repurchase of common stock | (99,793) | 0 | 0 |
Proceeds from issuance of stock in connection with stock plans | 15,855 | 36,721 | 41,230 |
Payments for taxes related to net share settlement of equity awards | (7,598) | (21,549) | (36,717) |
Repayment of financing obligations | (4,815) | (4,160) | (1,489) |
Payment for contingent consideration | (1,867) | (3,880) | (3,648) |
Net cash provided by (used in) financing activities | (98,218) | (127,051) | 437,590 |
Effect of exchange rate changes | (3,055) | (962) | 1,534 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 2,822 | (372,691) | 296,247 |
Cash, cash equivalents, and restricted cash | |||
Beginning of period | 267,162 | 639,853 | 343,606 |
End of period | 269,984 | 267,162 | 639,853 |
Supplemental disclosure of cash flow data: | |||
Cash paid for interest | 347 | 309 | 220 |
Cash paid for income taxes, net of refunds | 3,726 | 1,388 | 870 |
Non-cash investing and financing activities | |||
Common stock issued for acquisition of intangible assets | 0 | 302,600 | 0 |
Contingent consideration not paid | 0 | 50,000 | 0 |
Equipment and capitalized internal-use software purchased and unpaid at period end | 6,808 | 7,343 | 7,926 |
Cash held for future indemnity claims and other potential future payments | 0 | 0 | 197 |
Equipment acquired under financing obligations | $ 0 | $ 6,898 | $ 4,694 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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. Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the consolidated accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of 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 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. Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity and reported in the Consolidated Statements of Comprehensive Income (Loss). Foreign currency transaction gains and losses are included in net loss for the period. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. Allowance for Doubtful Accounts For the years ended December 31, 2022 and 2021, a portion of revenues were realized from credit card transactions while the remaining revenues generated accounts receivable. The Company determines provisions based on historical loss patterns, the number of days that billings are past due, and an evaluation of the potential risk of loss associated with delinquent accounts. Below is a summary of the changes in allowance for doubtful accounts for the years ended December 31, 2022, 2021 and 2020 (in thousands): Balance at Provision, Write-offs Balance at Year ended December 31, 2022 Allowance for doubtful accounts $ 8,026 $ 9,367 $ 7,812 $ 9,581 Year ended December 31, 2021 Allowance for doubtful accounts $ 5,184 $ 8,132 $ 5,290 $ 8,026 Year ended December 31, 2020 Allowance for doubtful accounts $ 2,358 $ 5,936 $ 3,110 $ 5,184 Long-Term Investments Long-term investments consist of convertible and redeemable preferred securities in which the Company does not have a controlling interest or significant influence. These investments are reported at fair value using both observable and unobservable inputs and the valuation requires judgment. These investments are presented in long-term investments in the Consolidated Balance Sheets. All gains and losses on these investments, realized and unrealized, are recognized in other income (expense), net in the Consolidated Statements of Operations. The Company periodically reviews its long-term investments to determine whether events or changes in circumstances have occurred that could impact the fair value. Refer to Note 4 – Fair Value of Financial Instruments in this Annual Report on Form 10-K for further information regarding the Company’s assessment and fair value write-down of its long-term investment balance with Avaya. Marketable Equity Investments Marketable equity investments are equity securities in which the Company does not have a controlling interest or significant influence. These investments are reported at fair value using quoted prices in active markets. These investments are presented in long-term investments in the Consolidated Balance Sheets. All gains and losses on these investments, realized and unrealized, are recognized in other income (expense), net in the Consolidated Statements of Operations. Internal-Use Software Development Costs The Company capitalizes qualifying internal-use software development costs that are incurred during the application development stage, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives. For the years ended December 31, 2022 and 2021, the Company capitalized $59.2 million and $50.1 million, net of impairment, of internal-use software development costs, respectively. The carrying value of internal-use software development costs was $119.4 million and $94.6 million at December 31, 2022 and 2021, respectively. Property and Equipment, net Property and equipment, net is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the estimated useful lives of those assets as follows: Computer hardware and software 3 to 5 years Internal-use software development costs 3 to 5 years Furniture and fixtures 1 to 5 years Leasehold improvements Shorter of the estimated lease term or useful life The Company evaluates the recoverability of property and equipment and intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets or asset groups may not be recoverable. Recoverability of these assets or asset groups is measured by comparing the carrying amounts of such assets or asset groups to the future undiscounted cash flows that such assets or asset groups are expected to generate. If this evaluation indicates that the carrying amount of the assets or asset groups is not recoverable, the carrying amount of such assets or asset groups is reduced to its estimated fair value. Maintenance and repairs are charged to expense as incurred. Leases The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s Consolidated Balance Sheets. Operating lease liabilities are separated into a current portion, included within accrued liabilities on the Company’s Consolidated Balance Sheets, and a non-current portion included within operating lease liabilities on the Company’s Consolidated Balance Sheets. The Company does not have significant finance lease ROU assets or liabilities. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the identified asset until the lease commencement date. The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. Because the rate implicit in the lease is not readily determinable, the Company generally uses an incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company factors in publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. The Company’s ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of the Company’s leases is equal to the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also include options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in Topic 842, Leases , occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease contracts often include lease and non-lease components. For facility leases, the Company has elected the practical expedient offered by the standard to not separate lease from non-lease components and accounts for them as a single lease component. For the Company’s other contracts that include leases, the Company accounts for the lease and non-lease components separately. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. Additionally, for certain facility leases, the Company applies a portfolio approach, whereby it effectively accounts for the operating lease ROU assets and liabilities for multiple leases as a single unit of account because the accounting effect of doing so is not material. Goodwill and Intangible Assets Goodwill is tested for impairment at the reporting unit level at a minimum on an annual basis or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The Company conducted its annual impairment test of goodwill in the fourth quarter of 2022 and 2021 and determined that no adjustment to the carrying value of goodwill was required. Intangible assets consist of purchased customer relationships and developed technology. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from two Concentrations Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits. The Company’s accounts receivable are primarily derived from sales by resellers and to larger direct customers. The Company maintains an allowance for doubtful accounts for estimated potential credit losses. As of December 31, 2022, 2021 and 2020, and for the years then ended, none of the Company’s customers accounted for more than 10% of total accounts receivable, total revenues, or subscription revenues. During the years ended 2021 and 2020, the Company contracted a significant portion of its software development efforts from third-party partners located in Russia and Ukraine. During the year ended December 31, 2022, the Company relocated some of their personnel to other countries. A cessation of services provided by these partners could result in a disruption to the Company’s research and development efforts. Long-lived assets by geographic location is based on the location of the legal entity that owns the asset. As of December 31, 2022 and 2021, approximately 94% and 95% of the Company’s consolidated long-lived assets, respectively, were located in the U.S. No other single country outside of the U.S. represented more than 10% of the Company’s consolidated long-lived assets as of December 31, 2022 and 2021. Revenue Recognition 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. The Company determines revenue recognition through the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, the Company satisfies a performance obligation. The Company recognizes revenues as follows: Subscriptions revenue Subscriptions revenue is generated from fees that provide customers access to one or more of the Company’s software applications and related services. These arrangements have contractual terms typically ranging from one month to five years and include recurring fixed plan subscription fees, variable usage-based fees for usage in excess of plan limits, one-time fees, recurring license and other fees, derived from sales through our direct and indirect sales channels, including resellers and distributors, strategic partners and global service providers. Arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Instead, customers are granted continuous access to the services over the contractual period. The Company transfers control evenly over the contractual period by providing stand-ready service. Accordingly, the fixed consideration related to subscription is recognized over time on a straight-line basis over the contract term beginning on the date the Company’s service is made available to the customer. The Company may offer its customer services for no consideration during the initial months. Such discounts are recognized ratably over the term of the contract. Fees for additional minutes of usage in excess of plan limits are deemed to be variable consideration that meet the allocation exception for variable consideration as they are specific to the month that the usage occurs. The Company’s subscription contracts typically allow the customers to terminate their services within the first 30 to 60 days and receive a refund for any amounts paid for the remaining contract period. After the end of the termination period, the contract is non-cancellable and the customer is obligated to pay for the remaining term of the contract. Accordingly, the Company considers the non-cancellable term of the contract to begin after the expiration of the termination period. The Company records reductions to revenue for estimated sales returns and customer credits at the time the related revenue is recognized. Sales returns and customer credits are estimated based on the Company’s historical experience, current trends and the Company’s expectations regarding future experience. The Company monitors the accuracy of its sales reserve estimates by reviewing actual returns and credits and adjusts them for its future expectations to determine the adequacy of its current and future reserve needs. If actual future returns and credits differ from past experience, additional reserves may be required. Other revenue Other revenue primarily includes revenue generated from sale of pre-configured phones and professional implementation services. Phone revenue is recognized upon transfer of control to the customer which is generally upon shipment from the Company’s or its designated agents’ warehouse. The Company offers professional services to support implementation and deployment of its subscription services. Professional services do not result in significant customization of the product and are generally short-term in duration. The majority of the Company’s professional services contracts are on a fixed price basis and revenue is recognized as and when services are delivered. Principal vs. Agent A portion of the Company’s subscriptions and product revenues are generated through sales by resellers, strategic partners, and global service providers. When the Company controls the performance of contractual obligations to the customer, it records these revenues at the gross amount paid by the customer with amounts retained by the resellers recognized as sales and marketing expenses. The Company assesses control of goods or services when it is primarily responsible for fulfilling the promise to provide the good or service, has inventory risk and has discretion in establishing the price. Deferred and prepaid sales commission costs The Company capitalizes sales commission expenses and associated payroll taxes paid to internal sales personnel and resellers, who sell the Company’s offerings. The resellers are selling agents for the Company and earn sales commissions which are directly tied to the value of the contracts that the Company enters with the end-user customers. These sales commissions are incremental costs the Company incurs to obtain contracts with its end-user customers. The Company pays sales commissions on initial contracts and contracts for increased purchases with existing customers (expansion contracts). The Company generally does not pay sales commissions for contract renewals. These sales commission costs are deferred and then amortized over the expected period of benefit, which is estimated to be five years. The Company has determined the period of benefit taking into consideration the expected subscription term and expected renewal periods of its customer contracts, the duration of its relationships with its customers considering historical and expected customer retention, technology and other factors. Amortization expense is included in sales and marketing expenses in the accompanying Consolidated Statements of Operations. The Company evaluates its deferred and prepaid sales commission costs for possible recoverability whenever events or changes in circumstances have occurred that could indicate the carrying amount of such assets may not be recoverable. Refer to Note 5 – Strategic Partnerships and Asset Acquisitions in this Annual Report on Form 10-K for further information regarding the Company’s assessment of its recoverability and subsequent non-cash asset write-down of its deferred and prepaid sales commission balances with Avaya and ALE. Cost of Revenues Cost of subscriptions revenue primarily consists of costs of network capacity purchased from third-party telecommunications providers, network operations, costs to build out and maintain data centers, including co-location fees for the right to place the Company’s servers in data centers owned by third-parties, depreciation of the servers and equipment, along with related utilities and maintenance costs, amortization of acquired technology related intangible assets, personnel costs associated with customer care and support of the functionality of the Company’s platform and data center operations, including share-based compensation expenses, and allocated costs of facilities and information technology. Cost of subscriptions revenue is expensed as incurred. Cost of other revenue is comprised primarily of the cost associated with purchased phones, personnel costs for employees and contractors, including share-based compensation expenses, shipping costs, costs of professional services, and allocated costs of facilities and information technology related to the procurement, management and shipment of phones. Cost of other revenue is expensed in the period product is delivered to the customer. Share-Based Compensation Share-based compensation expense resulting from options, restricted stock units (“RSUs”), performance-based awards, and employee stock purchase plan (“ESPP”) rights granted is measured at the grant date fair value of the award and is generally recognized using the straight-line attribution method over the requisite service period of the award, which is generally the vesting period. The Company estimates the fair value of stock options, ESPP rights, and performance-based awards using the Black-Scholes-Merton option-pricing model. The Company estimates the fair value of RSUs as the closing market value of its Class A Common Stock on the grant date. For awards with performance-based and service-based conditions, compensation cost is recognized over the requisite service period if it is probable that the performance condition will be satisfied. The expense for performance-based awards is evaluated each quarter based on the achievement of the performance conditions. The effect of a change in the estimated number of performance-based awards expected to be earned is recognized in the period those estimates are revised. Compensation expense is recognized net of estimated forfeiture activity, which is based on historical forfeiture rates. Research and Development Research and development expenses consist primarily of third-party contractor costs, personnel costs, technology license expenses, and depreciation associated with research and development equipment. Research and development costs are expensed as incurred. Advertising Costs Advertising costs, which include various forms of e-commerce such as search engine marketing, search engine optimization and online display advertising, as well as more traditional forms of media advertising such as radio and billboards, are expensed as incurred and were $125.6 million, $88.2 million, and $76.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Restructuring Costs Restructuring costs occur when management commits to a restructuring plan, the restructuring plan identifies all significant actions, the period of time to complete the restructuring plan indicates that significant changes to the plan are not likely and employees who are impacted have been notified of the pending involuntary termination. Restructuring costs are accrued in the period in which it is probable that the employees are entitled to the restructuring benefits and the amounts can be reasonably estimated. Asset Write-down Charges Asset write-down charges consist of write-offs related to our assets, including deferred and prepaid sales commission and acquired intangibles balances, whenever events or changes in circumstances have occurred that could indicate the carrying amount of such assets may not be recoverable. Convertible Debt Prior to the adoption of ASU 2020-06, the Company bifurcated the debt and equity (the contingently convertible feature) components of its convertible debt instruments in a manner that reflects its nonconvertible debt borrowing rate at the time of issuance. The equity components of the convertible debt instruments were recorded within stockholders’ (deficit) equity with an allocated issuance discount. The debt issuance discount was amortized to interest expense in the Consolidated Statements of Operations using the effective interest method over the expected term of the convertible debt. Upon adoption of ASU 2020-06 on January 1, 2022, 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. Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. As of December 31, 2022, except for deferred tax assets associated with certain foreign subsidiaries, the Company recorded a full valuation allowance against substantially all of its net deferred tax assets due to its history of operating losses. The Company classifies interest and penalties on unrecognized tax benefits as income tax expense. Segment Information The Company has determined 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. Indemnification Certain of the Company’s agreements with resellers and customers include provisions for indemnification against liabilities if its subscriptions infringe upon a third-party’s intellectual property rights. At least quarterly, the Company assesses the status of any significant matters and its potential financial statement exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount or the range of loss can be estimated, the Company accrues a liability for the estimated loss. The Company has not incurred any material costs as a result of such indemnification provisions. The Company has not accrued any material liabilities related to such obligations as of December 31, 2022 and 2021. Recent Accounting Pronouncements Not Yet Adopted In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”), which requires buyers that use supplier finance programs in connection with the purchase of goods and services to make certain annual disclosures regarding the programs’ key terms and information about the obligations at the end of a reporting period, including a roll-forward of those obligations. Only the amount outstanding at the end of the period must be disclosed in interim periods. The amendments do not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The amendments in ASU 2022-04 are effective retrospectively for fiscal years beginning after December 15, 2022, including interim periods in those fiscal years, except for the requirement to disclose roll-forward information, which is effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company does not expect the adoption to have a material impact on the Company’s 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
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 2. Revenue Disaggregation of revenue Revenue by geographic location is based on the billing address of the customer. The following table provides information about disaggregated revenue by primary geographical markets: Year ended December 31, 2022 2021 2020 Primary geographical markets North America 90 % 88 % 92 % Others 10 % 12 % 8 % Total revenues 100 % 100 % 100 % The Company derived over 90% of subscription revenues from RingCentral MVP and RingCentral customer engagement solutions products for the years ended December 31, 2022, 2021, and 2020. Deferred revenue During the year ended December 31, 2022, the Company recognized approximately all of the corresponding deferred revenue balance at the beginning of the year as revenue. Remaining performance obligations The typical subscription term ranges from one month to five years. Contract revenue as of December 31, 2022 that has not yet been recognized was approximately $2.1 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 53% of this balance over the next 12 months and 47% thereafter. Other 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 $46.6 million, $48.8 million, and $43.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Financial Statement Components
Financial Statement Components | 12 Months Ended |
Dec. 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): December 31, December 31, Cash $ 88,153 $ 91,499 Money market funds 181,831 175,663 Total cash and cash equivalents $ 269,984 $ 267,162 As of December 31, 2022 and 2021, the Company’s restricted cash balance, which is held in the form of a bank deposit for issuance of a foreign bank guarantee and also included in the cash balance above, was $5.5 million. Accounts receivable, net consisted of the following (in thousands): December 31, December 31, Accounts receivable $ 242,650 $ 193,192 Unbilled accounts receivable 78,249 47,676 Allowance for doubtful accounts (9,581) (8,026) Accounts receivable, net $ 311,318 $ 232,842 Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, Prepaid expenses $ 23,306 $ 26,254 Inventory 1,209 5,655 Other current assets 31,334 16,256 Total prepaid expenses and other current assets $ 55,849 $ 48,165 Property and equipment, net consisted of the following (in thousands): December 31, December 31, Computer hardware and software $ 221,727 $ 197,395 Internal-use software development costs 199,642 140,424 Furniture and fixtures 8,937 8,660 Leasehold improvements 13,889 13,533 Property and equipment, gross 444,195 360,012 Less: accumulated depreciation and amortization (258,795) (193,102) Property and equipment, net $ 185,400 $ 166,910 Total depreciation and amortization expense related to property and equipment was $72.0 million, $58.9 million, and $39.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. The carrying value of goodwill is as follows (in thousands): Balance at December 31, 2021 $ 55,490 Foreign currency translation adjustments (1,155) Balance at December 31, 2022 $ 54,335 The carrying values of intangible assets are as follows (in thousands): December 31, 2022 December 31, 2021 Weighted-Average Remaining Useful Life Cost Accumulated Acquired Cost Accumulated Acquired Customer relationships 0.8 years $ 20,855 $ 19,090 $ 1,765 $ 21,333 $ 15,725 $ 5,608 Developed technology 3.7 years 814,614 288,328 526,286 814,873 103,875 710,998 Total acquired intangible assets $ 835,469 $ 307,418 $ 528,051 $ 836,206 $ 119,600 $ 716,606 Amortization expense from acquired intangible assets for the years ended December 31, 2022, 2021 and 2020 was $174.5 million, $66.4 million, and $35.8 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 Consolidated Statements of Operations. During the quarter ended December 31, 2022, the Company recorded a non-cash asset write-down charge of $13.7 million on a portion of its acquired developed technology intangible assets, based on management's assessment that the carrying amount of such assets may not be fully recoverable. Estimated amortization expense for acquired intangible assets for the following five fiscal years is as follows (in thousands): 2023 $ 148,277 2024 133,798 2025 132,928 2026 112,639 2027 onwards 409 Total estimated amortization expense $ 528,051 Accrued liabilities consisted of the following (in thousands): December 31, December 31, Accrued compensation and benefits $ 53,419 $ 48,911 Accrued sales, use, and telecom related taxes 37,836 30,463 Accrued marketing 70,745 52,547 Operating lease liabilities, short-term 17,513 18,686 Accrued sales commission 57,195 — Other accrued expenses 143,405 129,191 Total accrued liabilities $ 380,113 $ 279,798 Deferred and Prepaid Sales Commission Costs Amortization expense for the deferred and prepaid sales commission costs for the years ended December 31, 2022, 2021 and 2020 were $115.2 million, $74.2 million, and $47.2 million, respectively. There was no impairment loss in relation to the deferred commission costs capitalized for the periods presented. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 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 December 31, 2022 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 181,831 $ 181,831 $ — $ — Non-current assets: Long-term investments 1,646 — — 1,646 Fair Value at December 31, 2021 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. Long-Term Investments As of December 31, 2022 and 2021, the fair value of the Company’s long-term investments in convertible and redeemable preferred stock was $1.6 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 h olding period of the investment, interest rates, probability of default, and expected recoverability. These investments are reported at fair value in long-term investments in the Consolidated Balance Sheets with net unrealized g ain (loss) recorded in other income (expense). Volatility in the global economic climate and financial markets, including the effects of rising inflation and associated economic slowdown, the ongoing Russian invasion of Ukraine, and the investee's financial and liquidity position, could have an adverse impact on the fair value up the full amount of the long-term investment. The Company considered recent public disclosures about Avaya’s financial condition in connection with determining the fair value of its long-term investment. As a result, the Company recognized an unrealized loss of $202.3 million and $14.2 million for the years ended December 31, 2022 and 2021, respectively. Refer to Note 5 – Strategic Partnerships and Asset Acquisitions in this Annual Report on Form 10-K for further information regarding the Company’s assessment and subsequent asset write-down balances with Avaya. Marketable Equity Investments In October 2021, the Company invested $10 million in cash in registered equity securities of a special purpose acquisition company (“SPAC”), which as a result of a completed merger converted into common shares of the publicly traded company. The Company did not have a controlling interest or a significant influence in the SPAC or the ultimate issuer. During the year ended December 31, 2022 and 2021, the Company recognized a loss from its marketable equity investments of $5.4 million and $1.4 million , respectively, which was reported in other income (expense) in the Consolidated Statement of Operations. During the year ended December 31, 2022, the Company completed the sale of its marketable equity investments for proceeds of $3.2 million. Other Non-Marketable Investments As of December 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 As of December 31, 2022, the fair value of the 0% convertible senior notes due 2026 (the “2026 Notes”) was approximately $508.6 million, and the 0% convertible senior notes due 2025 (the “2025 Notes”) was approximately $860.0 million. The fair value for the convertible senior 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. |
Strategic Partnerships and Asse
Strategic Partnerships and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Strategic Partnerships and Asset Acquisitions | Note 5. Strategic Partnerships and Asset Acquisitions Avaya Partnership In October 2019, the Company entered into certain agreements for a strategic partnership with Avaya Holdings Corp. (“Avaya”) and its subsidiaries, including Avaya Inc. (collectively, “Avaya”). In connection with the strategic partnership, the Company prepaid Avaya in the Company’s class A Common Stock predominantly for future sales commissions to be earned for each qualified unit of Avaya Cloud Office by RingCentral (“ACO”) sold during the term of the partnership. Under the terms of the partnership, the unutilized prepaid sales commissions were payable to the Company at the end of the contractual term. On December 13, 2022, Avaya filed a Form 8-K disclosing ongoing discussions regarding one or more potential financings, refinancings, recapitalizations, reorganizations, restructurings or investment transactions. Further, on February 14, 2023, Avaya initiated an expedited, prepackaged financial restructuring via Chapter 11 with the support of its financial stakeholders. The Company and Avaya entered into a new extended and expanded agreement, which now includes certain minimum volume commitments and revised go-to-market incentive structure intended to drive migration to Avaya Cloud Office. The Company evaluates the recoverability of its long-term assets whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. In light of public disclosures about the likelihood of Avaya’s financial restructuring via Chapter 11, the Company recorded a non-cash asset write-down charge of $279.3 million for the year ended December 31, 2022, out of which $21.7 million of this balance was accrued interest and was recorded in other income (expense) in the Consolidated Statement of Operations. No portion of the impairment charge relates to future cash expenditures. Other Strategic Partnerships In 2021, the Company entered into strategic arrangements with Mitel US Holdings, Inc. (“Mitel”) whereby the Company would be Mitel’s exclusive provider of UCaaS offerings and cloud communications applications. Under the commercial arrangement, Mitel earns commissions in the form of cash and/or shares of Class A Common stock in connection with the migration of Mitel customers to RingCentral MVP. In connection with the Mitel partnership, the Company purchased certain intellectual property rights for consideration of $649.4 million, of which $300.0 million was paid in cash, $299.4 million was settled in the form of 1,281,504 shares of the Company’s Class A Common Stock, and $50.0 million was held back as a contingent consideration to be settled in the form of cash or shares of the Company’s Class A Common Stock on the achievement of specified performance metrics and also to cover for any potential indemnity claims post-closing. As of December 31, 2022, $5.2 million and $42.6 million of the contingent consideration remained recorded in accrued liabilities and other long-term liabilities, respectively, on the Company’s Consolidated Balance Sheet. Also in connection with the Mitel strategic partnership, the Company closed an Investment Agreement with Searchlight II MLN, L.P. (“Searchlight Investor”), Mitel’s principal shareholder, and Searchlight Investor purchased 200,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Convertible Preferred Stock”), for an aggregate purchase price of $200.0 million. Refer to Note 9 – Stockholders’ Deficit and Convertible Preferred Stock in this Annual Report on Form 10-K for additional information. The Company previously entered into strategic arrangements with certain strategic partners, under which these partners are engaged in the marketing and sale of the Company’s product offerings. Under these arrangements, the Company had paid approximately $176.1 million, predominantly for future sales commissions. Such advance payments are considered incremental costs to obtain contracts with customers and are included in deferred and prepaid sales commission costs on the Consolidated Balance Sheets. Such pre-paid assets are being amortized to sales and marketing expense over their useful life based on the pattern of benefit. During the quarter ended December 31, 2022, the Company updated the terms of its arrangement with certain strategic partners. The amended agreements change certain existing rights and obligations under the original contract and, in connection with these changes, a portion of the original advance payments were refunded. Pursuant to these amendments, the Company recorded a non-cash asset write-down charge of $12.4 million for the year ended December 31, 2022, relating to such advance payments included in deferred and prepaid sales commission on the Consolidated Balance Sheets. |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Note 6. 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 repurchased or redeemed earlier 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 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 tradable as required by each respective Notes Indenture. Redemption of 2023 Notes In March 2021, the Company delivered a notice to fully redeem the remaining outstanding $41.2 million principal balance of its 0% convertible senior notes due 2023. During the three months ended June 30, 2021, the Company settled the redemption by paying $160.1 million in cash. The redemption of the 2023 Notes resulted in a $1.1 million loss that is included in other income (expense), net in the Consolidated Statement of Operations. The loss represents the difference between the fair value of the liability component and the sum of the carrying value of the debt component and any unamortized debt issuance costs at the time of settlement. 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 December 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 2025 Notes at its option, on or after March 5, 2022, and the 2026 Notes at its option, on or after March 20, 2023, 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. Accounting for the Notes In accounting for the issuance of the Notes, the Company separated the respective notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component of the Notes representing the conversion option was determined by deducting the fair value of the liability component from the par value. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense at an effective interest rate over the contractual terms of the Notes. In accounting for the transaction costs related to the Notes, the Company allocated the total amount incurred to the liability and equity components of the notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component recorded as additional debt discount were $10.9 million for the 2025 Notes and $7.7 million for the 2026 Notes, which will be amortized to interest expense using the effective interest method over the contractual terms of the 2025 and 2026 Notes at an effective interest rate of 4.7%. Issuance costs attributable to the equity component of the Notes were netted with the equity component in stockholders’ equity. The initial net carrying amount of the equity component of the Notes were as follows (in thousands): 2025 Notes 2026 Notes Proceeds allocated to the conversion option (debt discount) $ 195,074 $ 138,923 Issuance cost (2,632) (2,085) Net carrying amount $ 192,442 $ 136,838 Upon adoption of ASU 2020-06 on January 1, 2022, 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. The net carrying amount of the liability component of the Notes as of December 31, 2022 were as follows (in thousands): 2025 Notes 2026 Notes Principal $ 1,000,000 $ 650,000 Unamortized issuance cost (5,880) (5,709) Net carrying amount (1) $ 994,120 $ 644,291 (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 Annual Report on Form 10-K for further information. The following table sets forth the total interest expense recognized related to the Notes (in thousands): Year ended December 31, 2022 2021 2020 Amortization of debt discount (1) $ — $ 60,932 $ 46,439 Amortization of debt issuance cost (1) 4,468 3,131 2,592 Total interest expense related to the Notes (1) $ 4,468 $ 64,063 $ 49,031 (1) The decrease in total interest expense during the year ended December 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 December 31, 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 7. 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 December 31, 2022, non-cancelable leases expire on various dates between 2023 and 2029. Generally, the non-cancelable leases include one or more options to renew, with renewal terms that can extend the lease term from one As of December 31, 2022 and 2021, the components of leases and lease costs are as follows (in thousands): December 31, 2022 December 31, 2021 Operating leases Operating lease right-of-use assets $ 35,433 $ 47,294 Accrued liabilities $ 17,513 $ 18,686 Operating lease liabilities 20,182 31,812 Total operating lease liabilities $ 37,695 $ 50,498 Year ended December 31, 2022 2021 2020 Lease Cost Operating lease cost (a) $ 26,730 $ 25,053 $ 21,031 (a) Includes short-term leases and variable lease costs, which are immaterial. Maturities of operating lease liabilities as of December 31, 2022 are presented in the table below (in thousands): Year Ending December 31, 2023 $ 18,984 2024 8,292 2025 6,213 2026 4,034 2027 1,327 2028 onwards 2,078 Total future minimum lease payments 40,928 Less: Imputed interest (3,233) Present value of lease liabilities $ 37,695 Other supplemental information is as follows: December 31, 2022 December 31, 2021 Lease Term and Discount Rate Weighted-average remaining operating lease term (years) 3.1 3.7 Weighted-average operating lease discount rate 5 % 5 % Year ended December 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 $ 22,899 $ 21,246 New ROU assets obtained in exchange of lease liabilities: Operating leases $ 8,771 $ 14,530 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. 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. 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. The Court overruled the Company’s demurrer and the parties are now engaged in discovery. RingCentral filed a motion for judgment on the pleadings on January 23, 2023. 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. On July 19, 2022, the parties filed a joint motion to stay the proceedings, which the court granted on July 20, 2022. 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. Employee Agreements The Company has signed various employment agreements with executives and key employees pursuant to which if the Company terminates their employment without cause or if the employee terminates his or her employment for good reason following a change of control of the Company, the employees are entitled to receive certain benefits, including severance payments, accelerated vesting of stock options and RSUs, and continued COBRA coverage. As of December 31, 2022, no triggering events which would cause these provisions to become effective have occurred. Therefore, no liabilities have been recorded for these agreements in the consolidated financial statements. |
Stockholders' Equity and Conver
Stockholders' Equity and Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity and Convertible Preferred Stock | Note 9. Stockholders’ Deficit and Convertible Preferred Stock In connection with the Company’s initial public offering, the Company reincorporated in Delaware on September 26, 2013. The Delaware certificate of incorporation provides for two classes of common stock: Class A and Class B Common Stock, both with a par value of $0.0001 per share. In addition, the certificate of incorporation authorizes shares of undesignated preferred stock with a par value of $0.0001 per share, pursuant to which on November 9, 2021, the Company filed a certificate of designations authorizing the issuance of 200,000 shares of Series A Convertible Preferred Stock. The terms of preferred stock are described below. Preferred Stock The board of directors may, without further action by the stockholders, fix the powers, designations, preferences, or relative participating, optional, or other rights, and the qualifications, limitations, and restrictions of up to an aggregate of 100,000,000 shares of preferred stock in one or more series and authorizes their issuance. These rights, preferences, and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of the Class A and Class B Common Stock. As of December 31, 2022 and 2021, there were 100,000,000 shares of preferred stock authorized, 200,000 shares of which are issued and outstanding as Series A Convertible Preferred Stock. Class A and Class B Common Stock The Company has authorized 1,000,000,000 and 250,000,000 shares of Class A Common Stock and Class B Common Stock for issuance, respectively. Holders of Class A Common Stock and Class B Common Stock have identical rights for matters submitted to a vote of the Company’s stockholders. Holders of Class A Common Stock are entitled to one vote per share of Class A Common Stock and holders of Class B Common Stock are entitled to 10 votes per share of Class B Common Stock. Holders of shares of Class A Common Stock and Class B Common Stock vote together as a single class on all matters (including the election of directors) except for specific circumstances that would adversely affect the powers, preferences, or rights of a particular class of Common Stock. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, holders of Class A and Class B Common Stock share equally, identically and ratably, on a per share basis, with respect to any dividend or distribution of cash, property or shares of the Company’s capital stock. Holders of Class A and Class B Common Stock also share equally, identically, and ratably in all assets remaining after the payment of any liabilities and liquidation preferences and any accrued or declared but unpaid dividends, if any, with respect to any outstanding preferred stock at the time. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically to Class A Common Stock upon: (i) the date specified by an affirmative vote or written consent of holders of at least 67% of the outstanding shares of Class B Common Stock, (ii) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock, or (iii) any time seven years after the Company’s initial public offering (October 2, 2020), when a stockholder owns less than 50% of the shares of Class B Common Stock that such holder owned immediately prior to completion of the initial public offering. Shares of Class A Common Stock reserved for future issuance were as follows (in thousands): December 31, 2022 Preferred stock 100,000 Class B Common Stock 9,925 2013 Employee stock purchase plan 6,055 2013 Equity incentive plan: Outstanding options and restricted stock unit awards 5,123 Available for future grants 19,648 140,751 Share Repurchase Program On December 13, 2021, the Company’s board of directors authorized a share repurchase program to repurchase up to $100 million of the Company’s outstanding shares of Class A Common Stock. During the year ended December 31, 2022, the Company repurchased and subsequently retired 2,297,330 shares of our Class A Common Stock for an aggregate amount of approximately $100 million. The Company completed its share repurchase program on December 31, 2022. 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 Consolidated Balance Sheet. As of December 31, 2022 and 2021, 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 | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 10. Share-Based Compensation A summary of share-based compensation expense recognized in the Company’s Consolidated Statements of Operations is as follows (in thousands): Year ended December 31, 2022 2021 2020 Cost of revenues $ 34,269 $ 29,307 $ 14,275 Research and development 88,846 83,042 39,283 Sales and marketing 151,950 137,924 64,240 General and administrative 110,944 107,692 71,802 Total share-based compensation expense $ 386,009 $ 357,965 $ 189,600 A summary of share-based compensation expense by award type is as follows (in thousands): Year ended December 31, 2022 2021 2020 Options $ — $ 1 $ 44 Employee stock purchase plan rights 7,719 9,573 7,161 Restricted stock units 378,290 348,391 182,395 Total share-based compensation expense $ 386,009 $ 357,965 $ 189,600 Equity Incentive Plans In September 2013, the Board adopted and the Company’s stockholders approved the 2013 Equity Incentive Plan, which became effective on September 26, 2013, and the stockholders approved an amended and restated 2013 Equity Plan on December 15, 2022 (together, “2013 Plan”). In connection with the adoption of the 2013 Plan, the Company terminated the 2010 Equity Incentive Plan (“2010 Plan”), under which stock options had been granted prior to September 26, 2013. The 2010 Plan was established in September 2010, when the 2003 Equity Incentive Plan (“2003 Plan”) was terminated. After the termination of the 2003 and 2010 Plans, no additional options were granted under these plans; however, options previously granted under these plans will continue to be governed by these plans and will be exercisable into shares of Class B Common Stock. In addition, options authorized to be granted under the 2003 and 2010 Plans, including forfeitures of previously granted awards, are authorized for grant under the 2013 Plan. A total of 6,200,000 shares of Class A Common Stock were originally reserved for issuance under the 2013 Plan. The 2013 Plan includes an annual increase on the first day of each fiscal year beginning in 2014, equal to the least of: (i) 6,200,000 shares of Class A Common Stock; (ii) 5% of the outstanding shares of all classes of common stock as of the last day of the Company’s immediately preceding fiscal year; or (iii) such other amount as the board of directors may determine. During the year ended December 31, 2022, a total of 4,715,470 shares of Class A Common Stock were added to the 2013 Plan in connection with the annual automatic increase provision. As of December 31, 2022, a total of 19,648,499 shares remain available for grant under the 2013 Plan. The plans permit the grant of stock options and other share-based awards, such as restricted stock units, to employees, officers, directors, and consultants by the board of directors. Option awards are generally granted with an exercise price equal to the fair market value of the Company’s Class A Common Stock at the date of grant. Option awards generally vest according to a graded vesting schedule based on four years of continuous service. On January 29, 2014, the board of directors approved an amendment to decrease the contractual term of all equity awards issued from the 2013 Plan from 10 years to 7 years for all awards granted after January 29, 2014. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the option agreement) and early exercise of options prior to vesting (subject to the Company’s repurchase right). A summary of option activity under all of the Company’s equity incentive plans at December 31, 2022 and changes during the period then ended is presented in the following table: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2019 2,257 $ 13.13 2.5 $ 351,428 Exercised (1,360) 13.87 Canceled/Forfeited — — Outstanding at December 31, 2020 897 $ 12.02 1.7 $ 329,151 Exercised (741) 12.58 Canceled/Forfeited (2) 27.45 Outstanding at December 31, 2021 154 $ 9.12 0.9 $ 27,465 Exercised (132) 8.54 Canceled/Forfeited — — Outstanding at December 31, 2022 22 $ 12.53 0.5 $ 509 Vested and expected to vest as of December 31, 2022 22 $ 12.53 0.5 $ 509 Exercisable as of December 31, 2022 22 $ 12.53 0.5 $ 509 There were no options granted for the year ended December 31, 2022 and 2021. The total intrinsic value of options exercised during year ended December 31, 2022, 2021 and 2020 were $13.6 million, $190.7 million, and $343.7 million, respectively. There is no remaining unamortized share-based compensation expense related to options. 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 of up to the lesser of 15% of their eligible compensation or the IRS allowable limit per calendar year. A participant may purchase a maximum of 3,000 shares during an offering period. The offering periods are for a period of six months and generally start on the first trading day on or after May 13th and November 13th of each year. At the end of the offering period, the purchase price is set at the lower of: (i) 85% of the fair value of the Company’s common stock at the beginning of the six-month offering period and (ii) 85% of the fair value of the Company’s Class A Common Stock at the end of the six-month offering period. The ESPP provides for annual increases in the number of shares available for issuance under the ESPP on the first day of each fiscal year beginning in fiscal 2014, equal to the least of: (i) 1% of the outstanding shares of all classes of common stock on the last day of the immediately preceding year; (ii) 1,250,000 shares; or (iii) such other amount as may be determined by the board of directors. During the year ended December 31, 2022, a total of 943,094 shares of Class A Common Stock were added to the ESPP Plan in connection with the annual increase provision. At December 31, 2022, a total of 6,054,525 shares were available for issuance under the ESPP. The weighted-average assumptions used to value ESPP rights under the Black-Scholes-Merton option-pricing model and the resulting offering grant date fair value of ESPP rights granted in the periods presented were as follows: Year ended December 31, 2022 2021 2020 Expected term (in years) 0.5 0.5 0.5 Expected volatility 81 % 48 % 63 % Risk-free interest rate 3.01 % 0.05 % 0.13 % Expected dividend yield 0 % 0 % 0 % Offering grant date fair value of ESPP rights $ 20.18 $ 71.27 $ 79.85 As of December 31, 2022 and 2021, there was approximately $4.4 million and $4.2 million of unrecognized share-based compensation expense, net of estimated forfeitures, related to ESPP, which will be recognized on a straight-line basis over the remaining weighted-average vesting periods of approximately 0.4 years. Restricted Stock Units The 2013 Plan provides for the issuance of 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 at December 31, 2022 and changes during the periods then ended is presented in the following table: Number of Weighted- Aggregate Outstanding at December 31, 2019 3,249 $ 85.39 $ 548,145 Granted 1,599 236.97 Released (1,804) 99.31 Canceled/Forfeited (319) 111.47 Outstanding at December 31, 2020 2,725 $ 162.04 $ 1,032,997 Granted 2,792 299.53 Released (1,811) 185.55 Canceled/Forfeited (855) 240.21 Outstanding at December 31, 2021 2,851 $ 258.26 $ 534,186 Granted 5,999 72.96 Released (2,787) 131.18 Canceled/Forfeited (963) 206.32 Outstanding at December 31, 2022 5,100 $ 119.55 $ 180,577 As of December 31, 2022 and 2021, there was a total of $422.3 million and $554.1 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 periods of approximately 2.8 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 year ended December 31, 2022 and 2021, 813,330 and 173,441 RSUs were issued under the Company's Key Employee Equity Bonus Plan (“KEEB Plans”), respectively. The total requisite service period of each quarterly award is approximately 0.4 years. The unrecognized share-based compensation expense as of December 31, 2022 was approximately $4.4 million, which will be recognized over the remaining service period of 0.1 years. The shares issued under the KEEB Plans will be issued from the reserve of shares available for issuance under the 2013 Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes Net loss before provision for income taxes consisted of the following (in thousands): Year ended December 31, 2022 2021 2020 United States $ (898,036) $ (394,392) $ (93,979) International 23,983 20,670 11,917 Total net loss before provision for income taxes $ (874,053) $ (373,722) $ (82,062) The provision for income taxes consisted of the following (in thousands): Year ended December 31, 2022 2021 2020 Current Federal $ — $ — $ — State 1,104 746 208 Foreign 4,710 3,580 1,386 Total current $ 5,814 $ 4,326 $ 1,594 Deferred Federal $ — $ — $ — State — — — Foreign (701) (1,798) (660) Total deferred (701) (1,798) (660) Total income tax provision $ 5,113 $ 2,528 $ 934 The provision for (benefit from) income tax differed from the amounts computed by applying the U.S. federal income tax rate to pretax loss as a result of the following (in thousands): Year ended December 31, 2022 2021 2020 Federal tax benefit at statutory rate $ (183,551) $ (78,482) $ (17,233) State tax, net of federal tax benefit 848 314 164 Research and development credits (12,830) (10,135) (9,330) Share-based compensation 5,828 (45,501) (93,866) Debt extinguishment 19 365 2,790 Other permanent differences 3,143 835 10 Change in U.S. federal Tax Rate — — — Foreign tax rate differential (2,497) (4,104) (694) Net operating (gains) losses not recognized 194,153 139,236 119,093 Release of valuation allowance associated with acquisitions — — — Total income tax provision $ 5,113 $ 2,528 $ 934 In general, it is the Company’s practice and intention to reinvest the earnings of its non-U.S. subsidiaries in those operations. Because the Company’s non-U.S. subsidiary earnings have previously been subject to the one-time transition tax on foreign earnings required by the 2017 Tax Act, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of its foreign investments would generally be limited to foreign withholding taxes and/or U.S. state income taxes. The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are as follows (in thousands): Year ended December 31, 2022 2021 Deferred tax assets Net operating loss and credit carry-forwards $ 491,323 $ 506,352 Research and development credits 71,756 53,890 Capitalized Research Expenditures 75,821 — Basis difference in investments 107,756 — Sales tax liability 90 158 Share-based compensation 14,986 12,859 Acquired intangibles 50,156 15,427 Accrued liabilities 16,550 18,100 Gross deferred tax assets 828,438 606,786 Valuation allowance (669,690) (425,599) Total deferred tax assets 158,748 181,187 Deferred tax liabilities Convertible debt discount — (58,060) Deferred sales commissions (117,724) (76,562) Acquired intangibles — — Lease right of use assets (7,045) (8,997) Basis difference in investments — (16,102) Property and equipment (32,746) (20,935) Net deferred tax assets $ 1,233 $ 531 As of December 31, 2022, the Company has federal net operating loss carryforwards of approximately $1.9 billion, of which approximately $193.4 million expire between 2033 and 2037 and the remainder do not expire. As of December 31, 2022, the Company had state net operating loss carryforwards of approximately $1.3 billion which will begin to expire in 2023. The Company also has research credit carryforwards for federal and California tax purposes of approximately $63.2 million and $41.0 million, respectively, available to reduce future income subject to income taxes. The federal research credit carryforwards will begin to expire in 2028 and the California research credits carry forward indefinitely. The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions. The Company’s management believes that, based on a number of factors, it is more likely than not, that all or some portion of the deferred tax assets will not be realized; and accordingly, for the year ended December 31, 2022, the Company has provided a valuation allowance against the Company’s U.S. net deferred tax assets. The net change in the valuation allowance for the years ended December 31, 2022 and 2021 was an increase of $244.1 million and $170.2 million, respectively. The following shows the changes in the gross amount of unrecognized tax benefits as of December 31, 2022 (in thousands): 2022 2021 2020 Unrecognized tax benefits, beginning of the year $ 20,010 $ 14,158 $ 8,965 Increases related to prior year tax positions — — — Decreases related to prior year tax positions — — — Increases related to current year tax positions 6,402 5,852 5,193 Unrecognized tax benefits, end of year $ 26,412 $ 20,010 $ 14,158 In accordance with ASC 740-10, Income Taxes , the Company has adopted the accounting policy that interest and penalties recognized are classified as part of its income taxes. The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. Included in the balance of unrecognized tax benefits as of December 31, 2022 are $0.3 million of tax benefit that, if recognized, would affect the effective tax rate. Otherwise, as a result of the full valuation allowance as of December 31, 2022, current adjustments to the unrecognized tax benefit will not have an impact on our effective income tax rate. Any adjustments made after the valuation allowance is released will have an impact on the tax rate. The Company files U.S. and foreign income tax returns with varying statutes of limitations. Due to the Company’s net carry-over of unused operating losses and tax credits, all years from 2003 forward remain subject to future examination by tax authorities. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | Note 12. 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 years ended December 31, 2022, 2021 and 2020, all such common stock equivalents have been excluded from diluted net loss per share as the effect to net loss per share would be anti-dilutive. The following table sets forth the computation of the Company’s basic and diluted net loss per share of common stock (in thousands, except per share data): Year Ended December 31, 2022 2021 2020 Numerator Net loss $ (879,166) $ (376,250) $ (82,996) Denominator Weighted-average common shares outstanding for basic and diluted net loss per share 95,239 91,738 88,684 Basic net income (loss) per share $ (9.23) $ (4.10) $ (0.94) 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): Year Ended December 31, 2022 2021 2020 Shares of common stock issuable under equity incentive plans outstanding 4,050 3,866 4,760 Shares of common stock related to convertible preferred stock 743 107 — Shares of common stock related to convertible senior notes — 135 1,669 Potential common shares excluded from diluted net loss per share 4,793 4,108 6,429 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 the 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. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
401(k) Plan | Note 13. 401(k) Plan The Company has a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code covering eligible employees. Substantially all of the U.S. employees are eligible to make contributions to the 401(k) plan. The Company matches 401(k) based on the amount of the employees’ contributions subject to certain limitations. Employer contributions were $6.9 million, $6.7 million, and $5.4 million for the years ended December 31, 2022, 2021 and 2020. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 14. Related Party Transactions In the ordinary course of business, the Company made purchases from Google Inc., at which one of the Company’s directors previously served as President, Americas. Total payables to Google Inc. at December 31, 2022 and 2021 were $1.9 million and $3.0 million, respectively. Total expenses incurred from Google Inc. in 2022, 2021, and 2020 were $24.3 million, $24.7 million, and $23.6 million, respectively. |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Note 15. Restructuring Activities On November 7, 2022, the Company’s board of directors approved a reduction in force plan (the “Q4’22 Plan”) as part of broader efforts to align the Company’s cost base with its strategic priorities in the current environment. The Q4'22 Plan is expected to reduce the Company’s full-time employees by approximately 10%, primarily consisting of severance payments, employee benefits and related costs. The Company expects to incur aggregate restructuring costs associated with the Q4’22 Plan of approximately $15.5 million, of which approximately $10.2 million was recognized through December 31, 2022. Prior to approval of the Q4’22 Plan, the Company incurred approximately $8.0 million of restructuring costs The following table summarizes the Company’s restructuring costs that were recorded as an operating expense in the accompanying Consolidated Statement of Operations for the year ended December 31, 2022 (in thousands): Cost of revenues $ 457 Research and development 5,321 Sales and marketing 9,695 General and administrative 2,711 Total restructuring costs $ 18,184 The following table summarizes the Company’s restructuring liability that is included in accrued liabilities in the accompanying Consolidated Balance Sheets (in thousands): Balance as of December 31, 2021 $ — Restructuring costs 18,184 Cash payments (12,699) Balance as of December 31, 2022 $ 5,485 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events Share Repurchase Program On February 13, 2023, the Company's board of directors authorized a share repurchase program under which it may repurchase up to $175 million of the Company's outstanding shares of Class A Common Stock. Under the program, share repurchases may be made at the Company's discretion from time to time in open market transactions, privately negotiated transactions, or other means, subject to a minimum cash balance. The program does not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares of its Class A Common Stock. The timing and number of any shares repurchased under the program will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The authorization is effective until December 31, 2023. Credit Agreement On February 14, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”), among the Company, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). The Credit Agreement provides for a $200.0 million revolving loan facility (the “Revolving Facility”), with a $25.0 million sublimit for the issuance of letters of credit, and a $400.0 million delayed draw term loan facility (the “Term Facility”). The obligations under the Credit Agreement and the other loan documents are guaranteed by certain material domestic subsidiaries of the Company, and secured by substantially all of the personal property of the Company and such subsidiary guarantors. As of the date of this filing, no loans or letters of credit were outstanding under the Credit Agreement. The proceeds of the loans under the Revolving Facility may be used for working capital and general corporate purposes. To the extent drawn, the proceeds of the loans under the Term Facility must be used to repurchase, repay, acquire or otherwise settle a portion of the 2025 Notes and/or the 2026 Notes. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the consolidated accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of 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 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. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity and reported in the Consolidated Statements of Comprehensive Income (Loss). Foreign currency transaction gains and losses are included in net loss for the period. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts For the years ended December 31, 2022 and 2021, a portion of revenues were realized from credit card transactions while the remaining revenues generated accounts receivable. The Company determines provisions based on historical loss patterns, the number of days that billings are past due, and an evaluation of the potential risk of loss associated with delinquent accounts. |
Long-Term Investments | Long-Term Investments Long-term investments consist of convertible and redeemable preferred securities in which the Company does not have a controlling interest or significant influence. These investments are reported at fair value using both observable and unobservable inputs and the valuation requires judgment. These investments are presented in long-term investments in the Consolidated Balance Sheets. All gains and losses on these investments, realized and unrealized, are recognized in other income (expense), net in the Consolidated Statements of Operations. The Company periodically reviews its long-term investments to determine whether events or changes in circumstances have occurred that could impact the fair value. Refer to Note 4 – Fair Value of Financial Instruments in this Annual Report on Form 10-K for further information regarding the Company’s assessment and fair value write-down of its long-term investment balance with Avaya. |
Marketable Equity Investments | Marketable Equity Investments Marketable equity investments are equity securities in which the Company does not have a controlling interest or significant influence. These investments are reported at fair value using quoted prices in active markets. These investments are presented in long-term investments in the Consolidated Balance Sheets. All gains and losses on these investments, realized and unrealized, are recognized in other income (expense), net in the Consolidated Statements of Operations. |
Internal-Use Software Development Costs | Internal-Use Software Development Costs The Company capitalizes qualifying internal-use software development costs that are incurred during the application development stage, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives. |
Property and Equipment, Net | Property and Equipment, net Property and equipment, net is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the estimated useful lives of those assets as follows: Computer hardware and software 3 to 5 years Internal-use software development costs 3 to 5 years Furniture and fixtures 1 to 5 years Leasehold improvements Shorter of the estimated lease term or useful life The Company evaluates the recoverability of property and equipment and intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets or asset groups may not be recoverable. Recoverability of these assets or asset groups is measured by comparing the carrying amounts of such assets or asset groups to the future undiscounted cash flows that such assets or asset groups are expected to generate. If this evaluation indicates that the carrying amount of the assets or asset groups is not recoverable, the carrying amount of such assets or asset groups is reduced to its estimated fair value. |
Leases | Leases The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s Consolidated Balance Sheets. Operating lease liabilities are separated into a current portion, included within accrued liabilities on the Company’s Consolidated Balance Sheets, and a non-current portion included within operating lease liabilities on the Company’s Consolidated Balance Sheets. The Company does not have significant finance lease ROU assets or liabilities. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the identified asset until the lease commencement date. The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. Because the rate implicit in the lease is not readily determinable, the Company generally uses an incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company factors in publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. The Company’s ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of the Company’s leases is equal to the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also include options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in Topic 842, Leases , occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease contracts often include lease and non-lease components. For facility leases, the Company has elected the practical expedient offered by the standard to not separate lease from non-lease components and accounts for them as a single lease component. For the Company’s other contracts that include leases, the Company accounts for the lease and non-lease components separately. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. Additionally, for certain facility leases, the Company applies a portfolio approach, whereby it effectively accounts for the operating lease ROU assets and liabilities for multiple leases as a single unit of account because the accounting effect of doing so is not material. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is tested for impairment at the reporting unit level at a minimum on an annual basis or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The Company conducted its annual impairment test of goodwill in the fourth quarter of 2022 and 2021 and determined that no adjustment to the carrying value of goodwill was required. Intangible assets consist of purchased customer relationships and developed technology. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from two |
Concentrations | Concentrations Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits. The Company’s accounts receivable are primarily derived from sales by resellers and to larger direct customers. The Company maintains an allowance for doubtful accounts for estimated potential credit losses. As of December 31, 2022, 2021 and 2020, and for the years then ended, none of the Company’s customers accounted for more than 10% of total accounts receivable, total revenues, or subscription revenues. During the years ended 2021 and 2020, the Company contracted a significant portion of its software development efforts from third-party partners located in Russia and Ukraine. During the year ended December 31, 2022, the Company relocated some of their personnel to other countries. A cessation of services provided by these partners could result in a disruption to the Company’s research and development efforts. Long-lived assets by geographic location is based on the location of the legal entity that owns the asset. As of December 31, 2022 and 2021, approximately 94% and 95% of the Company’s consolidated long-lived assets, respectively, were located in the U.S. No other single country outside of the U.S. represented more than 10% of the Company’s consolidated long-lived assets as of December 31, 2022 and 2021. |
Revenue Recognition | Revenue Recognition 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. The Company determines revenue recognition through the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, the Company satisfies a performance obligation. The Company recognizes revenues as follows: Subscriptions revenue Subscriptions revenue is generated from fees that provide customers access to one or more of the Company’s software applications and related services. These arrangements have contractual terms typically ranging from one month to five years and include recurring fixed plan subscription fees, variable usage-based fees for usage in excess of plan limits, one-time fees, recurring license and other fees, derived from sales through our direct and indirect sales channels, including resellers and distributors, strategic partners and global service providers. Arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Instead, customers are granted continuous access to the services over the contractual period. The Company transfers control evenly over the contractual period by providing stand-ready service. Accordingly, the fixed consideration related to subscription is recognized over time on a straight-line basis over the contract term beginning on the date the Company’s service is made available to the customer. The Company may offer its customer services for no consideration during the initial months. Such discounts are recognized ratably over the term of the contract. Fees for additional minutes of usage in excess of plan limits are deemed to be variable consideration that meet the allocation exception for variable consideration as they are specific to the month that the usage occurs. The Company’s subscription contracts typically allow the customers to terminate their services within the first 30 to 60 days and receive a refund for any amounts paid for the remaining contract period. After the end of the termination period, the contract is non-cancellable and the customer is obligated to pay for the remaining term of the contract. Accordingly, the Company considers the non-cancellable term of the contract to begin after the expiration of the termination period. The Company records reductions to revenue for estimated sales returns and customer credits at the time the related revenue is recognized. Sales returns and customer credits are estimated based on the Company’s historical experience, current trends and the Company’s expectations regarding future experience. The Company monitors the accuracy of its sales reserve estimates by reviewing actual returns and credits and adjusts them for its future expectations to determine the adequacy of its current and future reserve needs. If actual future returns and credits differ from past experience, additional reserves may be required. Other revenue Other revenue primarily includes revenue generated from sale of pre-configured phones and professional implementation services. Phone revenue is recognized upon transfer of control to the customer which is generally upon shipment from the Company’s or its designated agents’ warehouse. The Company offers professional services to support implementation and deployment of its subscription services. Professional services do not result in significant customization of the product and are generally short-term in duration. The majority of the Company’s professional services contracts are on a fixed price basis and revenue is recognized as and when services are delivered. Principal vs. Agent A portion of the Company’s subscriptions and product revenues are generated through sales by resellers, strategic partners, and global service providers. When the Company controls the performance of contractual obligations to the customer, it records these revenues at the gross amount paid by the customer with amounts retained by the resellers recognized as sales and marketing expenses. The Company assesses control of goods or services when it is primarily responsible for fulfilling the promise to provide the good or service, has inventory risk and has discretion in establishing the price. Deferred and prepaid sales commission costs The Company capitalizes sales commission expenses and associated payroll taxes paid to internal sales personnel and resellers, who sell the Company’s offerings. The resellers are selling agents for the Company and earn sales commissions which are directly tied to the value of the contracts that the Company enters with the end-user customers. These sales commissions are incremental costs the Company incurs to obtain contracts with its end-user customers. The Company pays sales commissions on initial contracts and contracts for increased purchases with existing customers (expansion contracts). The Company generally does not pay sales commissions for contract renewals. These sales commission costs are deferred and then amortized over the expected period of benefit, which is estimated to be five years. The Company has determined the period of benefit taking into consideration the expected subscription term and expected renewal periods of its customer contracts, the duration of its relationships with its customers considering historical and expected customer retention, technology and other factors. Amortization expense is included in sales and marketing expenses in the accompanying Consolidated Statements of Operations. The Company evaluates its deferred and prepaid sales commission costs for possible recoverability whenever events or changes in circumstances have occurred that could indicate the carrying amount of such assets may not be recoverable. Refer to Note 5 – Strategic Partnerships and Asset Acquisitions in this Annual Report on Form 10-K for further information regarding the Company’s assessment of its recoverability and subsequent non-cash asset write-down of its deferred and prepaid sales commission balances with Avaya and ALE. |
Cost of Revenues | Cost of Revenues Cost of subscriptions revenue primarily consists of costs of network capacity purchased from third-party telecommunications providers, network operations, costs to build out and maintain data centers, including co-location fees for the right to place the Company’s servers in data centers owned by third-parties, depreciation of the servers and equipment, along with related utilities and maintenance costs, amortization of acquired technology related intangible assets, personnel costs associated with customer care and support of the functionality of the Company’s platform and data center operations, including share-based compensation expenses, and allocated costs of facilities and information technology. Cost of subscriptions revenue is expensed as incurred. Cost of other revenue is comprised primarily of the cost associated with purchased phones, personnel costs for employees and contractors, including share-based compensation expenses, shipping costs, costs of professional services, and allocated costs of facilities and information technology related to the procurement, management and shipment of phones. Cost of other revenue is expensed in the period product is delivered to the customer. |
Share-Based Compensation | Share-Based Compensation Share-based compensation expense resulting from options, restricted stock units (“RSUs”), performance-based awards, and employee stock purchase plan (“ESPP”) rights granted is measured at the grant date fair value of the award and is generally recognized using the straight-line attribution method over the requisite service period of the award, which is generally the vesting period. The Company estimates the fair value of stock options, ESPP rights, and performance-based awards using the Black-Scholes-Merton option-pricing model. The Company estimates the fair value of RSUs as the closing market value of its |
Research and Development | Research and Development Research and development expenses consist primarily of third-party contractor costs, personnel costs, technology license expenses, and depreciation associated with research and development equipment. Research and development costs are expensed as incurred. |
Advertising Costs | Advertising CostsAdvertising costs, which include various forms of e-commerce such as search engine marketing, search engine optimization and online display advertising, as well as more traditional forms of media advertising such as radio and billboards, are expensed as incurred |
Restructuring Costs | Restructuring Costs Restructuring costs occur when management commits to a restructuring plan, the restructuring plan identifies all significant actions, the period of time to complete the restructuring plan indicates that significant changes to the plan are not likely and employees who are impacted have been notified of the pending involuntary termination. Restructuring costs are accrued in the period in which it is probable that the employees are entitled to the restructuring benefits and the amounts can be reasonably estimated. |
Asset Write-down Charges | Asset Write-down Charges Asset write-down charges consist of write-offs related to our assets, including deferred and prepaid sales commission and acquired intangibles balances, whenever events or changes in circumstances have occurred that could indicate the carrying amount of such assets may not be recoverable. |
Convertible Debt | Convertible Debt Prior to the adoption of ASU 2020-06, the Company bifurcated the debt and equity (the contingently convertible feature) components of its convertible debt instruments in a manner that reflects its nonconvertible debt borrowing rate at the time of issuance. The equity components of the convertible debt instruments were recorded within stockholders’ (deficit) equity with an allocated issuance discount. The debt issuance discount was amortized to interest expense in the Consolidated Statements of Operations using the effective interest method over the expected term of the convertible debt. Upon adoption of ASU 2020-06 on January 1, 2022, 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. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. As of December 31, 2022, except for deferred tax assets associated with certain foreign subsidiaries, the Company recorded a full valuation allowance against substantially all of its net deferred tax assets due to its history of operating losses. The Company classifies interest and penalties on unrecognized tax benefits as income tax expense. |
Segment Information | Segment Information The Company has determined 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. |
Indemnification | Indemnification Certain of the Company’s agreements with resellers and customers include provisions for indemnification against liabilities if its subscriptions infringe upon a third-party’s intellectual property rights. At least quarterly, the Company assesses the status of any significant matters and its potential financial statement exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount or the range of loss can be estimated, the Company accrues a liability for the estimated loss. The Company has not incurred any material costs as a result of such indemnification provisions. The Company has not accrued any material liabilities related to such obligations as of December 31, 2022 and 2021. |
Recent Accounting Pronouncements Not Yet Adopted and Impact of Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Not Yet Adopted In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”), which requires buyers that use supplier finance programs in connection with the purchase of goods and services to make certain annual disclosures regarding the programs’ key terms and information about the obligations at the end of a reporting period, including a roll-forward of those obligations. Only the amount outstanding at the end of the period must be disclosed in interim periods. The amendments do not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The amendments in ASU 2022-04 are effective retrospectively for fiscal years beginning after December 15, 2022, including interim periods in those fiscal years, except for the requirement to disclose roll-forward information, which is effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company does not expect the adoption to have a material impact on the Company’s 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. |
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. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Changes in Allowance for Doubtful Accounts | Below is a summary of the changes in allowance for doubtful accounts for the years ended December 31, 2022, 2021 and 2020 (in thousands): Balance at Provision, Write-offs Balance at Year ended December 31, 2022 Allowance for doubtful accounts $ 8,026 $ 9,367 $ 7,812 $ 9,581 Year ended December 31, 2021 Allowance for doubtful accounts $ 5,184 $ 8,132 $ 5,290 $ 8,026 Year ended December 31, 2020 Allowance for doubtful accounts $ 2,358 $ 5,936 $ 3,110 $ 5,184 |
Estimated Useful Lives of Assets | Property and equipment, net is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the estimated useful lives of those assets as follows: Computer hardware and software 3 to 5 years Internal-use software development costs 3 to 5 years Furniture and fixtures 1 to 5 years Leasehold improvements Shorter of the estimated lease term or useful life |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Geographical Markets | The following table provides information about disaggregated revenue by primary geographical markets: Year ended December 31, 2022 2021 2020 Primary geographical markets North America 90 % 88 % 92 % Others 10 % 12 % 8 % Total revenues 100 % 100 % 100 % |
Financial Statement Components
Financial Statement Components (Tables) | 12 Months Ended |
Dec. 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): December 31, December 31, Cash $ 88,153 $ 91,499 Money market funds 181,831 175,663 Total cash and cash equivalents $ 269,984 $ 267,162 |
Components of Accounts Receivable, Net | Accounts receivable, net consisted of the following (in thousands): December 31, December 31, Accounts receivable $ 242,650 $ 193,192 Unbilled accounts receivable 78,249 47,676 Allowance for doubtful accounts (9,581) (8,026) Accounts receivable, net $ 311,318 $ 232,842 |
Components of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, Prepaid expenses $ 23,306 $ 26,254 Inventory 1,209 5,655 Other current assets 31,334 16,256 Total prepaid expenses and other current assets $ 55,849 $ 48,165 |
Components of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, December 31, Computer hardware and software $ 221,727 $ 197,395 Internal-use software development costs 199,642 140,424 Furniture and fixtures 8,937 8,660 Leasehold improvements 13,889 13,533 Property and equipment, gross 444,195 360,012 Less: accumulated depreciation and amortization (258,795) (193,102) Property and equipment, net $ 185,400 $ 166,910 |
Summary of Carrying Value of Goodwill | The carrying value of goodwill is as follows (in thousands): Balance at December 31, 2021 $ 55,490 Foreign currency translation adjustments (1,155) Balance at December 31, 2022 $ 54,335 |
Summary of Carrying Values of Intangible Assets | The carrying values of intangible assets are as follows (in thousands): December 31, 2022 December 31, 2021 Weighted-Average Remaining Useful Life Cost Accumulated Acquired Cost Accumulated Acquired Customer relationships 0.8 years $ 20,855 $ 19,090 $ 1,765 $ 21,333 $ 15,725 $ 5,608 Developed technology 3.7 years 814,614 288,328 526,286 814,873 103,875 710,998 Total acquired intangible assets $ 835,469 $ 307,418 $ 528,051 $ 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 five fiscal years is as follows (in thousands): 2023 $ 148,277 2024 133,798 2025 132,928 2026 112,639 2027 onwards 409 Total estimated amortization expense $ 528,051 |
Components of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): December 31, December 31, Accrued compensation and benefits $ 53,419 $ 48,911 Accrued sales, use, and telecom related taxes 37,836 30,463 Accrued marketing 70,745 52,547 Operating lease liabilities, short-term 17,513 18,686 Accrued sales commission 57,195 — Other accrued expenses 143,405 129,191 Total accrued liabilities $ 380,113 $ 279,798 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 181,831 $ 181,831 $ — $ — Non-current assets: Long-term investments 1,646 — — 1,646 Fair Value at December 31, 2021 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) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Conversions | 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 |
Schedule of Equity Component of Convertible Debt | The initial net carrying amount of the equity component of the Notes were as follows (in thousands): 2025 Notes 2026 Notes Proceeds allocated to the conversion option (debt discount) $ 195,074 $ 138,923 Issuance cost (2,632) (2,085) Net carrying amount $ 192,442 $ 136,838 |
Schedule of Liability Component of Convertible Debt | The net carrying amount of the liability component of the Notes as of December 31, 2022 were as follows (in thousands): 2025 Notes 2026 Notes Principal $ 1,000,000 $ 650,000 Unamortized issuance cost (5,880) (5,709) Net carrying amount (1) $ 994,120 $ 644,291 (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 Annual Report on Form 10-K 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): Year ended December 31, 2022 2021 2020 Amortization of debt discount (1) $ — $ 60,932 $ 46,439 Amortization of debt issuance cost (1) 4,468 3,131 2,592 Total interest expense related to the Notes (1) $ 4,468 $ 64,063 $ 49,031 (1) The decrease in total interest expense during the year ended December 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 for the Capped Calls | 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) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Leases | As of December 31, 2022 and 2021, the components of leases and lease costs are as follows (in thousands): December 31, 2022 December 31, 2021 Operating leases Operating lease right-of-use assets $ 35,433 $ 47,294 Accrued liabilities $ 17,513 $ 18,686 Operating lease liabilities 20,182 31,812 Total operating lease liabilities $ 37,695 $ 50,498 |
Schedule of Lease Cost | Year ended December 31, 2022 2021 2020 Lease Cost Operating lease cost (a) $ 26,730 $ 25,053 $ 21,031 (a) Includes short-term leases and variable lease costs, which are immaterial. Other supplemental information is as follows: December 31, 2022 December 31, 2021 Lease Term and Discount Rate Weighted-average remaining operating lease term (years) 3.1 3.7 Weighted-average operating lease discount rate 5 % 5 % Year ended December 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 $ 22,899 $ 21,246 New ROU assets obtained in exchange of lease liabilities: Operating leases $ 8,771 $ 14,530 |
Schedule of Future Operating Lease Maturities | Maturities of operating lease liabilities as of December 31, 2022 are presented in the table below (in thousands): Year Ending December 31, 2023 $ 18,984 2024 8,292 2025 6,213 2026 4,034 2027 1,327 2028 onwards 2,078 Total future minimum lease payments 40,928 Less: Imputed interest (3,233) Present value of lease liabilities $ 37,695 |
Stockholders' Equity and Conv_2
Stockholders' Equity and Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Common Stock Reserved for Future Issuance | Shares of Class A Common Stock reserved for future issuance were as follows (in thousands): December 31, 2022 Preferred stock 100,000 Class B Common Stock 9,925 2013 Employee stock purchase plan 6,055 2013 Equity incentive plan: Outstanding options and restricted stock unit awards 5,123 Available for future grants 19,648 140,751 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 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 Company’s Consolidated Statements of Operations is as follows (in thousands): Year ended December 31, 2022 2021 2020 Cost of revenues $ 34,269 $ 29,307 $ 14,275 Research and development 88,846 83,042 39,283 Sales and marketing 151,950 137,924 64,240 General and administrative 110,944 107,692 71,802 Total share-based compensation expense $ 386,009 $ 357,965 $ 189,600 |
Summary of Share-Based Compensation Expense by Award Type | A summary of share-based compensation expense by award type is as follows (in thousands): Year ended December 31, 2022 2021 2020 Options $ — $ 1 $ 44 Employee stock purchase plan rights 7,719 9,573 7,161 Restricted stock units 378,290 348,391 182,395 Total share-based compensation expense $ 386,009 $ 357,965 $ 189,600 |
Summary of Stock Option Activity Plans | A summary of option activity under all of the Company’s equity incentive plans at December 31, 2022 and changes during the period then ended is presented in the following table: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2019 2,257 $ 13.13 2.5 $ 351,428 Exercised (1,360) 13.87 Canceled/Forfeited — — Outstanding at December 31, 2020 897 $ 12.02 1.7 $ 329,151 Exercised (741) 12.58 Canceled/Forfeited (2) 27.45 Outstanding at December 31, 2021 154 $ 9.12 0.9 $ 27,465 Exercised (132) 8.54 Canceled/Forfeited — — Outstanding at December 31, 2022 22 $ 12.53 0.5 $ 509 Vested and expected to vest as of December 31, 2022 22 $ 12.53 0.5 $ 509 Exercisable as of December 31, 2022 22 $ 12.53 0.5 $ 509 |
Summary of Assumptions Used to Value ESPP Rights Under the Black-Scholes Option-Pricing Model | The weighted-average assumptions used to value ESPP rights under the Black-Scholes-Merton option-pricing model and the resulting offering grant date fair value of ESPP rights granted in the periods presented were as follows: Year ended December 31, 2022 2021 2020 Expected term (in years) 0.5 0.5 0.5 Expected volatility 81 % 48 % 63 % Risk-free interest rate 3.01 % 0.05 % 0.13 % Expected dividend yield 0 % 0 % 0 % Offering grant date fair value of ESPP rights $ 20.18 $ 71.27 $ 79.85 |
Summary of RSUs Activity | The 2013 Plan provides for the issuance of 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 at December 31, 2022 and changes during the periods then ended is presented in the following table: Number of Weighted- Aggregate Outstanding at December 31, 2019 3,249 $ 85.39 $ 548,145 Granted 1,599 236.97 Released (1,804) 99.31 Canceled/Forfeited (319) 111.47 Outstanding at December 31, 2020 2,725 $ 162.04 $ 1,032,997 Granted 2,792 299.53 Released (1,811) 185.55 Canceled/Forfeited (855) 240.21 Outstanding at December 31, 2021 2,851 $ 258.26 $ 534,186 Granted 5,999 72.96 Released (2,787) 131.18 Canceled/Forfeited (963) 206.32 Outstanding at December 31, 2022 5,100 $ 119.55 $ 180,577 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Net Loss Before Provision for Income Taxes | Net loss before provision for income taxes consisted of the following (in thousands): Year ended December 31, 2022 2021 2020 United States $ (898,036) $ (394,392) $ (93,979) International 23,983 20,670 11,917 Total net loss before provision for income taxes $ (874,053) $ (373,722) $ (82,062) |
Summary of Provision for Income Taxes | The provision for income taxes consisted of the following (in thousands): Year ended December 31, 2022 2021 2020 Current Federal $ — $ — $ — State 1,104 746 208 Foreign 4,710 3,580 1,386 Total current $ 5,814 $ 4,326 $ 1,594 Deferred Federal $ — $ — $ — State — — — Foreign (701) (1,798) (660) Total deferred (701) (1,798) (660) Total income tax provision $ 5,113 $ 2,528 $ 934 |
Summary of Variation of Effective Provision for (Benefit from) Income Taxes from Statutory Federal Income Tax Rate | The provision for (benefit from) income tax differed from the amounts computed by applying the U.S. federal income tax rate to pretax loss as a result of the following (in thousands): Year ended December 31, 2022 2021 2020 Federal tax benefit at statutory rate $ (183,551) $ (78,482) $ (17,233) State tax, net of federal tax benefit 848 314 164 Research and development credits (12,830) (10,135) (9,330) Share-based compensation 5,828 (45,501) (93,866) Debt extinguishment 19 365 2,790 Other permanent differences 3,143 835 10 Change in U.S. federal Tax Rate — — — Foreign tax rate differential (2,497) (4,104) (694) Net operating (gains) losses not recognized 194,153 139,236 119,093 Release of valuation allowance associated with acquisitions — — — Total income tax provision $ 5,113 $ 2,528 $ 934 |
Schedule of Deferred Income Tax Assets and Liabilities | The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are as follows (in thousands): Year ended December 31, 2022 2021 Deferred tax assets Net operating loss and credit carry-forwards $ 491,323 $ 506,352 Research and development credits 71,756 53,890 Capitalized Research Expenditures 75,821 — Basis difference in investments 107,756 — Sales tax liability 90 158 Share-based compensation 14,986 12,859 Acquired intangibles 50,156 15,427 Accrued liabilities 16,550 18,100 Gross deferred tax assets 828,438 606,786 Valuation allowance (669,690) (425,599) Total deferred tax assets 158,748 181,187 Deferred tax liabilities Convertible debt discount — (58,060) Deferred sales commissions (117,724) (76,562) Acquired intangibles — — Lease right of use assets (7,045) (8,997) Basis difference in investments — (16,102) Property and equipment (32,746) (20,935) Net deferred tax assets $ 1,233 $ 531 |
Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | The following shows the changes in the gross amount of unrecognized tax benefits as of December 31, 2022 (in thousands): 2022 2021 2020 Unrecognized tax benefits, beginning of the year $ 20,010 $ 14,158 $ 8,965 Increases related to prior year tax positions — — — Decreases related to prior year tax positions — — — Increases related to current year tax positions 6,402 5,852 5,193 Unrecognized tax benefits, end of year $ 26,412 $ 20,010 $ 14,158 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Company's Basic and Diluted Net 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): Year Ended December 31, 2022 2021 2020 Numerator Net loss $ (879,166) $ (376,250) $ (82,996) Denominator Weighted-average common shares outstanding for basic and diluted net loss per share 95,239 91,738 88,684 Basic net income (loss) per share $ (9.23) $ (4.10) $ (0.94) |
Schedule of 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): Year Ended December 31, 2022 2021 2020 Shares of common stock issuable under equity incentive plans outstanding 4,050 3,866 4,760 Shares of common stock related to convertible preferred stock 743 107 — Shares of common stock related to convertible senior notes — 135 1,669 Potential common shares excluded from diluted net loss per share 4,793 4,108 6,429 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs and Liability | The following table summarizes the Company’s restructuring costs that were recorded as an operating expense in the accompanying Consolidated Statement of Operations for the year ended December 31, 2022 (in thousands): Cost of revenues $ 457 Research and development 5,321 Sales and marketing 9,695 General and administrative 2,711 Total restructuring costs $ 18,184 The following table summarizes the Company’s restructuring liability that is included in accrued liabilities in the accompanying Consolidated Balance Sheets (in thousands): Balance as of December 31, 2021 $ — Restructuring costs 18,184 Cash payments (12,699) Balance as of December 31, 2022 $ 5,485 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of year | $ 8,026 | $ 5,184 | $ 2,358 |
Provision, net of recoveries | 9,367 | 8,132 | 5,936 |
Write-offs | 7,812 | 5,290 | 3,110 |
Balance at end of year | $ 9,581 | $ 8,026 | $ 5,184 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2019 USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Software development cost, net of impairment | $ 59,200,000 | $ 50,100,000 | |||||
Carrying value of internal-use software development costs | $ 119,400,000 | $ 94,600,000 | 119,400,000 | 94,600,000 | |||
Adjustment to goodwill | 0 | 0 | |||||
Advertising expense | $ 125,600,000 | 88,200,000 | $ 76,600,000 | ||||
Number of reportable segment | segment | 1 | ||||||
(Decrease) increase in equity amount | 482,787,000 | (338,967,000) | $ 482,787,000 | (338,967,000) | (308,459,000) | $ (745,700,000) | |
Accumulated Deficit | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
(Decrease) increase in equity amount | 1,533,896,000 | 748,556,000 | 1,533,896,000 | 748,556,000 | 372,306,000 | 289,310,000 | |
Additional Paid-in Capital | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
(Decrease) increase in equity amount | $ (1,059,880,000) | (1,086,870,000) | $ (1,059,880,000) | (1,086,870,000) | $ (673,950,000) | $ (1,033,053,000) | |
Cumulative effect of accounting change | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
(Decrease) increase in equity amount | 235,454,000 | 235,454,000 | $ 235,500,000 | ||||
Cumulative effect of accounting change | Accumulated Deficit | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
(Decrease) increase in equity amount | (93,826,000) | (93,826,000) | (93,800,000) | ||||
Cumulative effect of accounting change | Additional Paid-in Capital | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
(Decrease) increase in equity amount | $ 329,280,000 | $ 329,280,000 | $ 329,300,000 | ||||
U.S. | Long-lived Assets | Geographic Concentration Risk | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 94% | 95% | |||||
Accounting Standards Update 2014-09 | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Deferred contract costs, expected amortization period of benefit | 5 years | ||||||
Minimum | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 2 years | ||||||
Contractual arrangement subscriptions period | 1 month | ||||||
Subscription contracts services termination period | 30 days | ||||||
Maximum | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 5 years | ||||||
Contractual arrangement subscriptions period | 5 years | ||||||
Subscription contracts services termination period | 60 days |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer hardware and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer hardware and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Internal-use software development costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Internal-use software development costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 1 year |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Revenue - Summary of Revenue by
Revenue - Summary of Revenue by Geographical Markets (Details) - Geographic Concentration Risk - Revenue from Contract with Customer Benchmark | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | 100% | 100% | 100% |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 90% | 88% | 92% |
Others | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 10% | 12% | 8% |
Revenue - Performance Obligatio
Revenue - Performance Obligation, Timing of Satisfaction (Details) | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 53% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 47% |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue, remaining performance obligation, amount | $ 2,100,000 | ||
Revenues | $ 1,988,330 | $ 1,594,754 | $ 1,183,657 |
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Subscription term | 1 month | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Subscription term | 5 years | ||
Product | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 46,600 | $ 48,800 | $ 43,300 |
Product Concentration Risk | Revenue from Contract with Customer Benchmark | RingCentral MVP And RingCentral Customer Engagement Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 90% | 90% | 90% |
Financial Statement Component_2
Financial Statement Components - Components of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 88,153 | $ 91,499 |
Money market funds | 181,831 | 175,663 |
Total cash and cash equivalents | $ 269,984 | $ 267,162 |
Financial Statement Component_3
Financial Statement Components - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Restricted cash | $ 5,500,000 | $ 5,500,000 | |
Depreciation and amortization | 72,000,000 | 58,900,000 | $ 39,800,000 |
Amortization expense of intangible assets | 174,500,000 | 66,400,000 | 35,800,000 |
Amortization of deferred sales commission costs | 115,184,000 | 74,165,000 | 47,207,000 |
Impairment loss in relation to costs capitalized | 0 | $ 0 | $ 0 |
Atos SE | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Non-cash write-down of intangible assets | $ 13,700,000 |
Financial Statement Component_4
Financial Statement Components - Components of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accounts receivable | $ 242,650 | $ 193,192 | ||
Unbilled accounts receivable | 78,249 | 47,676 | ||
Allowance for doubtful accounts | (9,581) | (8,026) | $ (5,184) | $ (2,358) |
Accounts receivable, net | $ 311,318 | $ 232,842 |
Financial Statement Component_5
Financial Statement Components - Components of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 23,306 | $ 26,254 |
Inventory | 1,209 | 5,655 |
Other current assets | 31,334 | 16,256 |
Total prepaid expenses and other current assets | $ 55,849 | $ 48,165 |
Financial Statement Component_6
Financial Statement Components - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 444,195 | $ 360,012 |
Less: accumulated depreciation and amortization | (258,795) | (193,102) |
Property and equipment, net | 185,400 | 166,910 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 221,727 | 197,395 |
Internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 199,642 | 140,424 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,937 | 8,660 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 13,889 | $ 13,533 |
Financial Statement Component_7
Financial Statement Components - Summary of Carrying Value of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | $ 55,490 |
Foreign currency translation adjustments | (1,155) |
Goodwill, Ending balance | $ 54,335 |
Financial Statement Component_8
Financial Statement Components - Summary of Carrying Values of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 835,469 | $ 836,206 |
Accumulated Amortization And Impairment | 307,418 | 119,600 |
Total estimated amortization expense | $ 528,051 | 716,606 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 9 months 18 days | |
Cost | $ 20,855 | 21,333 |
Accumulated Amortization And Impairment | 19,090 | 15,725 |
Total estimated amortization expense | $ 1,765 | 5,608 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 3 years 8 months 12 days | |
Cost | $ 814,614 | 814,873 |
Accumulated Amortization And Impairment | 288,328 | 103,875 |
Total estimated amortization expense | $ 526,286 | $ 710,998 |
Financial Statement Component_9
Financial Statement Components - Summary of Estimated Amortization Expense for Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2023 | $ 148,277 | |
2024 | 133,798 | |
2025 | 132,928 | |
2026 | 112,639 | |
2027 onwards | 409 | |
Total estimated amortization expense | $ 528,051 | $ 716,606 |
Financial Statement Componen_10
Financial Statement Components - Components of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and benefits | $ 53,419 | $ 48,911 |
Accrued sales, use, and telecom related taxes | 37,836 | 30,463 |
Accrued marketing | 70,745 | 52,547 |
Operating lease liabilities, short-term | 17,513 | 18,686 |
Accrued sales commission | 57,195 | 0 |
Other accrued expenses | 143,405 | 129,191 |
Total accrued liabilities | $ 380,113 | $ 279,798 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Assets Carried at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Non-current assets: | ||
Long-term investments | $ 1,646 | $ 199,965 |
Marketable equity investments | 8,600 | |
Level 1 | ||
Non-current assets: | ||
Long-term investments | 0 | 0 |
Marketable equity investments | 8,600 | |
Level 2 | ||
Non-current assets: | ||
Long-term investments | 0 | 0 |
Marketable equity investments | 0 | |
Level 3 | ||
Non-current assets: | ||
Long-term investments | 1,646 | 199,965 |
Marketable equity investments | 0 | |
Money market funds | ||
Cash equivalents: | ||
Money market funds | 181,831 | 175,663 |
Money market funds | Level 1 | ||
Cash equivalents: | ||
Money market funds | 181,831 | 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 | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-term investments | $ 1,646 | $ 199,965 | ||
Unrealized (loss) gain on investments | (202,300) | (14,200) | ||
Cash investment for equity securities | $ 10,000 | |||
Marketable equity investments, loss | 5,400 | 1,400 | ||
Sale of marketable equity securities | 3,223 | 0 | $ 0 | |
Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-term investments | $ 0 | $ 0 | ||
2026 Notes | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt instrument, interest rate | 0% | |||
Estimated fair value of convertible senior notes | $ 508,600 | |||
2025 Notes | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt instrument, interest rate | 0% | |||
Estimated fair value of convertible senior notes | $ 860,000 |
Strategic Partnerships and As_2
Strategic Partnerships and Asset Acquisitions (Details) - USD ($) | 12 Months Ended | ||
Nov. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Asset write-down charge | $ 12,400,000 | ||
Strategic partnership consideration | $ 176,100,000 | ||
Series A Convertible Preferred Stock | |||
Business Acquisition [Line Items] | |||
Convertible preferred stock, shares authorized (in shares) | 200,000 | 200,000 | 200,000 |
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, aggregate purchase price | $ 200,000,000 | ||
MLN TopCo Limited And Subsidiaries | |||
Business Acquisition [Line Items] | |||
Asset acquisition contingent consideration | 50,000,000 | ||
MLN TopCo Limited And Subsidiaries | Accrued Liabilities | |||
Business Acquisition [Line Items] | |||
Asset acquisition contingent consideration | $ 5,200,000 | ||
MLN TopCo Limited And Subsidiaries | Other Noncurrent Liabilities | |||
Business Acquisition [Line Items] | |||
Asset acquisition contingent consideration | 42,600,000 | ||
MLN TopCo Limited And Subsidiaries | Common Class A | |||
Business Acquisition [Line Items] | |||
Asset acquisition consideration | 649,400,000 | ||
Cash consideration | 300,000,000 | ||
Non-cash consideration | $ 299,400,000 | ||
Shares issued in consideration (in shares) | 1,281,504 | ||
Avaya | |||
Business Acquisition [Line Items] | |||
Asset write-down charge | 279,300,000 | ||
Accrued interest on the prepaid sales commission | $ 21,700,000 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2018 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance debt, net of discounts and issuance costs | $ 0 | $ 0 | $ 1,627,177,000 | |||||
Loss on extinguishment of debt | $ 0 | $ (1,736,000) | $ (13,284,000) | |||||
Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt redemption price percentage | 100% | |||||||
2023 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 41,200,000 | |||||||
Repayments of debt | $ 160,100,000 | |||||||
Loss on extinguishment of debt | $ (1,100,000) | |||||||
2023 Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 460,000,000 | |||||||
Debt instrument, interest rate | 0% | |||||||
Proceeds from issuance debt, net of discounts and issuance costs | $ 449,500,000 | |||||||
2025 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 1,000,000,000 | |||||||
2025 Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 1,000,000,000 | |||||||
Debt instrument, interest rate | 0% | |||||||
Proceeds from issuance debt, net of discounts and issuance costs | $ 986,500,000 | |||||||
Debt issuance costs | $ 10,900,000 | |||||||
Effective interest rate | 4.70% | |||||||
2026 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 650,000,000 | |||||||
2026 Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 650,000,000 | |||||||
Debt instrument, interest rate | 0% | |||||||
Proceeds from issuance debt, net of discounts and issuance costs | $ 640,200,000 | |||||||
Debt issuance costs | $ 7,700,000 | |||||||
Effective interest rate | 4.70% |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Conversion of the Notes (Details) - Common Class A | 1 Months Ended | ||||
Sep. 30, 2020 $ / shares | Mar. 31, 2020 $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | Nov. 08, 2021 $ / shares | |
Debt Instrument [Line Items] | |||||
$1,000 principal amount initially convertible into number of the Company’s Class A Common Stock par value $0.0001 (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
2025 Notes | |||||
Debt Instrument [Line Items] | |||||
$1,000 principal amount initially convertible into number of the Company’s Class A Common Stock par value $0.0001 (in dollars per share) | 0.0001 | ||||
Equivalent initial approximate conversion price per share (in dollars per share) | 0.0027745 | ||||
Initial cap price per share, subject to certain adjustments (in dollars per share) | $ 360.43 | ||||
2026 Notes | |||||
Debt Instrument [Line Items] | |||||
$1,000 principal amount initially convertible into number of the Company’s Class A Common Stock par value $0.0001 (in dollars per share) | $ 0.0001 | ||||
Equivalent initial approximate conversion price per share (in dollars per share) | 0.0023583 | ||||
Initial cap price per share, subject to certain adjustments (in dollars per share) | $ 424.03 |
Convertible Senior Notes - Su_2
Convertible Senior Notes - Summary of Net Carrying Amount of Equity Component of Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
2025 Notes | ||
Debt Instrument [Line Items] | ||
Proceeds allocated to the conversion option (debt discount) | $ 195,074 | |
Issuance cost | (2,632) | |
Net carrying amount | $ 192,442 | |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Proceeds allocated to the conversion option (debt discount) | $ 138,923 | |
Issuance cost | (2,085) | |
Net carrying amount | $ 136,838 |
Convertible Senior Notes - Su_3
Convertible Senior Notes - Summary of Net Carrying Amount of Liability Component Convertible Notes (Details) | Dec. 31, 2022 USD ($) |
2025 Notes | |
Debt Instrument [Line Items] | |
Principal | $ 1,000,000,000 |
Unamortized issuance cost | (5,880,000) |
Net carrying amount | 994,120,000 |
2026 Notes | |
Debt Instrument [Line Items] | |
Principal | 650,000,000 |
Unamortized issuance cost | (5,709,000) |
Net carrying amount | $ 644,291,000 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Interest Expense Recognized Related to Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Amortization of debt discount | $ 0 | $ 60,932 | $ 46,439 |
Amortization of debt issuance cost | 4,468 | 3,131 | 2,592 |
Amortization of debt discount and issuance costs | $ 4,468 | $ 64,063 | $ 49,031 |
Convertible Senior Notes - Su_4
Convertible Senior Notes - Summary of Capped Calls (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||
Net cost incurred (in millions) | $ 0 | $ 0 | $ 102,695 | |||
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 adjustments (in dollars per share) | $ 119.04 | |||||
Net cost incurred (in millions) | $ 49,900 | |||||
2023 Notes | Capped call | Common Class A | ||||||
Debt Instrument [Line Items] | ||||||
Class A Common Stock covered, subject to anti-dilution adjustments (in millions) (in shares) | 5,600,000 | |||||
2025 Notes | Common Class A | ||||||
Debt Instrument [Line Items] | ||||||
Initial cap price per share, subject to certain adjustments (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 adjustments (in dollars per share) | $ 480.56 | |||||
Net cost incurred (in millions) | $ 60,900 | |||||
2025 Notes | Capped call | Common Class A | ||||||
Debt Instrument [Line Items] | ||||||
Class A Common Stock covered, subject to anti-dilution adjustments (in millions) (in shares) | 2,800,000 | |||||
2026 Notes | Common Class A | ||||||
Debt Instrument [Line Items] | ||||||
Initial cap price per share, subject to certain adjustments (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 adjustments (in dollars per share) | $ 556.10 | |||||
Net cost incurred (in millions) | $ 41,800 | |||||
2026 Notes | Capped call | Common Class A | ||||||
Debt Instrument [Line Items] | ||||||
Class A Common Stock covered, subject to anti-dilution adjustments (in millions) (in shares) | 1,500,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2022 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease renewal term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease renewal term | 5 years |
Leases - Components of Leases a
Leases - Components of Leases and Lease Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating leases | ||
Operating lease right-of-use assets | $ 35,433 | $ 47,294 |
Accrued liabilities | 17,513 | 18,686 |
Operating lease liabilities | 20,182 | 31,812 |
Total operating lease liabilities | $ 37,695 | $ 50,498 |
Operating lease, liability, current, statement of financial position extensible list | Accrued liabilities | Accrued liabilities |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 26,730 | $ 25,053 | $ 21,031 |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Year Ending December 31, | ||
2023 | $ 18,984 | |
2024 | 8,292 | |
2025 | 6,213 | |
2026 | 4,034 | |
2027 | 1,327 | |
2028 onwards | 2,078 | |
Total future minimum lease payments | 40,928 | |
Less: Imputed interest | (3,233) | |
Present value of lease liabilities | $ 37,695 | $ 50,498 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Lease, Cost [Abstract] | ||
Weighted-average remaining operating lease term (years) | 3 years 1 month 6 days | 3 years 8 months 12 days |
Weighted-average operating lease discount rate | 5% | 5% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating cash flows resulting from operating leases: | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 22,899 | $ 21,246 |
New ROU assets obtained in exchange of lease liabilities: | ||
Operating leases | $ 8,771 | $ 14,530 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Aug. 26, 2019 USD ($) defendent | Jun. 14, 2019 defendent | Apr. 25, 2017 action | Jun. 16, 2020 USD ($) |
Loss Contingencies [Line Items] | ||||
Number of actions filed against the Company | action | 2 | |||
Damages sought per violation | $ | $ 5 | |||
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 |
Stockholders' Equity and Conv_3
Stockholders' Equity and Convertible Preferred Stock - Additional Information (Details) | 12 Months Ended | |||
Nov. 08, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 13, 2021 USD ($) | |
Stockholders Equity Note Disclosure [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Year of anniversary | 7 years | |||
Share repurchase program authorized amount | $ | $ 100,000,000 | |||
Repurchased and retired shares (in shares) | 2,297,330 | |||
Repurchased and retired shares amount | $ | $ 100,000,000 | |||
Common Class A | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Number of votes per share | vote | 1 | |||
Shares issued upon conversion (in shares) | 1 | |||
Series A Convertible Preferred Stock | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Convertible preferred stock, shares authorized (in shares) | 200,000 | 200,000 | 200,000 | |
Convertible preferred stock, shares issued (in shares) | 200,000 | 200,000 | ||
Convertible preferred stock, shares outstanding (in shares) | 200,000 | 200,000 | ||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Convertible preferred stock, aggregate purchase price | $ | $ 200,000,000 | |||
Convertible preferred stock, conversion price (in dollars per share) | $ / shares | $ 269.22 | |||
Liquidation preference per share (in dollars per share) | $ / shares | $ 1,000 | |||
Temporary equity, carrying amount, attributable to parent | $ | $ 199,449,000 | $ 199,449,000 | ||
Class B Common Stock | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | ||
Number of votes per share | vote | 10 | |||
Percentage of written consent of shareholders | 67% | |||
Common stock, number of shares outstanding as a percentage of total shares outstanding (percent) | 10% | |||
Common stock, shares beneficially owned as a percentage of shares beneficially owned immediately prior to completion of the initial public offering (percent) | 50% |
Stockholders' Equity and Conv_4
Stockholders' Equity and Convertible Preferred Stock - Summary of Common Stock Reserved for Future Issuance (Details) | Dec. 31, 2022 shares |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 140,751,000 |
2013 Equity incentive plan | |
Class of Stock [Line Items] | |
Outstanding options and restricted stock unit awards (in shares) | 5,123,000 |
Available for future grants (in shares) | 19,648,499 |
2013 Employee stock purchase plan | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 6,055,000 |
Class B Common Stock | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 9,925,000 |
Preferred stock | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 100,000,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share-Based Compensation Expense Recognized to Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | $ 386,009 | $ 357,965 | $ 189,600 |
Cost of revenues | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | 34,269 | 29,307 | 14,275 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | 88,846 | 83,042 | 39,283 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | 151,950 | 137,924 | 64,240 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | $ 110,944 | $ 107,692 | $ 71,802 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Share-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 386,009 | $ 357,965 | $ 189,600 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 0 | 1 | 44 |
Employee stock purchase plan rights | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 7,719 | 9,573 | 7,161 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 378,290 | $ 348,391 | $ 182,395 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||
Jan. 29, 2014 | Sep. 30, 2013 | Jan. 29, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options granted (in shares) | 0 | 0 | ||||
Total intrinsic value of options exercised | $ 13.6 | $ 190.7 | $ 343.7 | |||
2013 Employee stock purchase plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Available for future grants (in shares) | 6,054,525 | |||||
Maximum employee subscription rate (percent) | 15% | |||||
Maximum number of share per employee (in shares) | 3,000 | |||||
Offering period | 6 months | |||||
Additional shares reserved for future issuance (in shares) | 943,094 | |||||
Unrecognized share-based compensation expense | $ 4.4 | $ 4.2 | ||||
Unrecognized share-based compensation expense, remaining weighted-average vesting periods | 4 months 24 days | |||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period contractual term | 4 years | |||||
Unrecognized share-based compensation expense, remaining weighted-average vesting periods | 2 years 9 months 18 days | 2 years 9 months 18 days | ||||
Unrecognized share-based compensation expense | $ 422.3 | $ 554.1 | ||||
Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, shares reserved for future issuance (in shares) | 85,461,000 | 84,335,000 | ||||
Common Class A | 2013 Employee stock purchase plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, shares reserved for future issuance (in shares) | 1,250,000 | |||||
Percentage of outstanding shares (percent) | 1% | |||||
Common Class A | Tranche One | 2013 Employee stock purchase plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Purchase price of common stock (as a percentage of fair value) | 85% | |||||
Common Class A | Tranche Two | 2013 Employee stock purchase plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Purchase price of common stock (as a percentage of fair value) | 85% | |||||
2013 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of outstanding shares (percent) | 5% | |||||
Available for future grants (in shares) | 19,648,499 | |||||
Vesting period contractual term | 7 years | 4 years | ||||
2013 Equity Incentive Plan | Post January 29, 2014 | Previously Reported | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period contractual term | 10 years | |||||
2013 Equity Incentive Plan | Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, shares reserved for future issuance (in shares) | 6,200,000 | |||||
Common stock, additional shares reserved (in shares) | 6,200,000 | 4,715,470 | ||||
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 | $ 4.4 | |||||
Number of shares issued (in shares) | 813,330 | 173,441 | ||||
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 | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options Outstanding (in thousands) | ||||
Beginning balance (in shares) | 154 | 897 | 2,257 | |
Exercised (in shares) | (132) | (741) | (1,360) | |
Canceled/Forfeited (in shares) | 0 | (2) | 0 | |
Ending balance (in shares) | 22 | 154 | 897 | 2,257 |
Vested and expected to vest (in shares) | 22 | |||
Exercisable (in shares) | 22 | |||
Weighted- Average Exercise Price Per Share | ||||
Beginning balance (in dollars per share) | $ 9.12 | $ 12.02 | $ 13.13 | |
Exercised (in dollars per share) | 8.54 | 12.58 | 13.87 | |
Canceled/Forfeited (in dollars per share) | 0 | 27.45 | 0 | |
Ending balance (in dollars per share) | 12.53 | $ 9.12 | $ 12.02 | $ 13.13 |
Vested and expected to vest (in dollars per share) | 12.53 | |||
Exercisable (in dollars per share) | $ 12.53 | |||
Weighted- Average Contractual Term (in Years) | ||||
Weighted-average contractual term | 6 months | 10 months 24 days | 1 year 8 months 12 days | 2 years 6 months |
Vested and expected to vest | 6 months | |||
Exercisable | 6 months | |||
Aggregate Intrinsic Value (in thousands) | ||||
Outstanding | $ 509 | $ 27,465 | $ 329,151 | $ 351,428 |
Vested and expected to vest | 509 | |||
Exercisable | $ 509 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Assumptions Used to Value ESPP Rights Under the Black-Scholes Option-Pricing Model (Details) - 2013 Employee stock purchase plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 6 months | 6 months |
Expected volatility | 81% | 48% | 63% |
Risk-free interest rate | 3.01% | 0.05% | 0.13% |
Expected dividend yield | 0% | 0% | 0% |
Offering grant date fair value of ESPP rights (in dollars per share) | $ 20.18 | $ 71.27 | $ 79.85 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of RSUs Activity (Details) - Restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of RSUs Outstanding (in thousands) | ||||
Beginning balance (in shares) | 2,851 | 2,725 | 3,249 | |
Granted (in shares) | 5,999 | 2,792 | 1,599 | |
Released (in shares) | (2,787) | (1,811) | (1,804) | |
Canceled/Forfeited (in shares) | (963) | (855) | (319) | |
Ending balance (in shares) | 5,100 | 2,851 | 2,725 | |
Weighted- Average Grant Date Fair Value Per Share | ||||
Beginning balance (in dollars per share) | $ 258.26 | $ 162.04 | $ 85.39 | |
Granted (in dollars per share) | 72.96 | 299.53 | 236.97 | |
Released (in dollars per share) | 131.18 | 185.55 | 99.31 | |
Canceled/Forfeited (in dollars per share) | 206.32 | 240.21 | 111.47 | |
Ending balance (in dollars per share) | $ 119.55 | $ 258.26 | $ 162.04 | |
Aggregate Intrinsic Value (in thousands) | ||||
Outstanding | $ 180,577 | $ 534,186 | $ 1,032,997 | $ 548,145 |
Income Taxes - Summary of Net L
Income Taxes - Summary of Net Loss Before Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (898,036) | $ (394,392) | $ (93,979) |
International | 23,983 | 20,670 | 11,917 |
Loss before income taxes | $ (874,053) | $ (373,722) | $ (82,062) |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 1,104 | 746 | 208 |
Foreign | 4,710 | 3,580 | 1,386 |
Total current | 5,814 | 4,326 | 1,594 |
Deferred | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | (701) | (1,798) | (660) |
Total deferred | (701) | (1,798) | (660) |
Total income tax provision | $ 5,113 | $ 2,528 | $ 934 |
Income Taxes - Summary of Varia
Income Taxes - Summary of Variation of Effective Provision for (Benefit from) Income Taxes from Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal tax benefit at statutory rate | $ (183,551) | $ (78,482) | $ (17,233) |
State tax, net of federal tax benefit | 848 | 314 | 164 |
Research and development credits | (12,830) | (10,135) | (9,330) |
Share-based compensation | 5,828 | (45,501) | (93,866) |
Debt extinguishment | 19 | 365 | 2,790 |
Other permanent differences | 3,143 | 835 | 10 |
Change in U.S. federal Tax Rate | 0 | 0 | 0 |
Foreign tax rate differential | (2,497) | (4,104) | (694) |
Net operating (gains) losses not recognized | 194,153 | 139,236 | 119,093 |
Release of valuation allowance associated with acquisitions | 0 | 0 | 0 |
Total income tax provision | $ 5,113 | $ 2,528 | $ 934 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits that would impact effective tax rate | $ 0.3 | |
Federal | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 1,900 | |
Operating loss carryforwards, subject to expiration | 193.4 | |
California | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 1,300 | |
Valuation allowances, deferred tax asset, increase | 244.1 | $ 170.2 |
Research credit carry-forward | Federal | ||
Income Tax Contingency [Line Items] | ||
Research credit carryforwards for tax purposes | 63.2 | |
Research credit carry-forward | California | ||
Income Tax Contingency [Line Items] | ||
Research credit carryforwards for tax purposes | $ 41 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss and credit carry-forwards | $ 491,323 | $ 506,352 |
Research and development credits | 71,756 | 53,890 |
Capitalized Research Expenditures | 75,821 | 0 |
Basis difference in investments | 107,756 | 0 |
Sales tax liability | 90 | 158 |
Share-based compensation | 14,986 | 12,859 |
Acquired intangibles | 50,156 | 15,427 |
Accrued liabilities | 16,550 | 18,100 |
Gross deferred tax assets | 828,438 | 606,786 |
Valuation allowance | (669,690) | (425,599) |
Total deferred tax assets | 158,748 | 181,187 |
Deferred tax liabilities | ||
Convertible debt discount | 0 | (58,060) |
Deferred sales commissions | (117,724) | (76,562) |
Acquired intangibles | 0 | 0 |
Lease right of use assets | (7,045) | (8,997) |
Basis difference in investments | 0 | (16,102) |
Property and equipment | (32,746) | (20,935) |
Net deferred tax assets | $ 1,233 | $ 531 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of the year | $ 20,010 | $ 14,158 | $ 8,965 |
Increases related to prior year tax positions | 0 | 0 | 0 |
Decreases related to prior year tax positions | 0 | 0 | 0 |
Increases related to current year tax positions | 6,402 | 5,852 | 5,193 |
Unrecognized tax benefits, end of year | $ 26,412 | $ 20,010 | $ 14,158 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Computation of Company's Basic and Diluted Net Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | |||
Net loss | $ (879,166) | $ (376,250) | $ (82,996) |
Denominator | |||
Weighted-average common shares outstanding for basic net loss per share (in shares) | 95,239 | 91,738 | 88,684 |
Weighted-average common shares outstanding for diluted net loss per share (in shares) | 95,239 | 91,738 | 88,684 |
Basic net income (loss) per common share (in dollars per share) | $ (9.23) | $ (4.10) | $ (0.94) |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from diluted net loss per share (in shares) | 4,793 | 4,108 | 6,429 |
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) | 4,050 | 3,866 | 4,760 |
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 | 107 | 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 | 135 | 1,669 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions | $ 6.9 | $ 6.7 | $ 5.4 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - Google Inc. - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Total payables to related party | $ 1.9 | $ 3 | |
Total expenses incurred from related party | $ 24.3 | $ 24.7 | $ 23.6 |
Restructuring Activities - Narr
Restructuring Activities - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Nov. 07, 2022 | Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring and related cost, number of positions eliminated, period percent | 10% | |
Aggregate restructuring costs | $ 15.5 | |
Restructuring and related cost, cost incurred to date | 10.2 | |
Restructuring and related costs | $ 8 | |
Restructuring, incurred cost, statement of income or comprehensive income | Operating Expenses | |
Restructuring and related cost, expected cost remaining | $ 5.5 |
Restructuring Activities - Sche
Restructuring Activities - Schedule of Restructuring Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | $ 18,184 |
Cost of revenues | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 457 |
Research and development | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 5,321 |
Sales and marketing | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 9,695 |
General and administrative | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | $ 2,711 |
Restructuring Activities - Sc_2
Restructuring Activities - Schedule of Restructuring Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Restructuring costs | 18,184 |
Cash payments | (12,699) |
Ending balance | $ 5,485 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 14, 2023 | Feb. 13, 2023 | Dec. 13, 2021 |
Subsequent Event [Line Items] | |||
Share repurchase program authorized amount | $ 100,000,000 | ||
Subsequent Event | Common Class A | |||
Subsequent Event [Line Items] | |||
Share repurchase program authorized amount | $ 175,000,000 | ||
Subsequent Event | Revolving Credit Facility | Credit Agreement | Line of Credit | |||
Subsequent Event [Line Items] | |||
Credit agreement | $ 200,000,000 | ||
Subsequent Event | Letter of Credit | Credit Agreement | Line of Credit | |||
Subsequent Event [Line Items] | |||
Credit agreement | 25,000,000 | ||
Subsequent Event | Secured Debt | Credit Agreement | Line of Credit | |||
Subsequent Event [Line Items] | |||
Credit agreement | $ 400,000,000 |