Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36089 | |
Entity Registrant Name | RingCentral, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3322844 | |
Entity Address, Address Line One | 20 Davis Drive | |
Entity Address, City or Town | Belmont | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94002 | |
City Area Code | 650 | |
Local Phone Number | 472-4100 | |
Title of each class | Class A Common Stock | |
Trading Symbol(s) | RNG | |
Name of each exchange on which registered | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001384905 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock Outstanding (in shares) | 85,676,913 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock Outstanding (in shares) | 9,924,538 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 274,804 | $ 269,984 |
Accounts receivable, net | 315,335 | 311,318 |
Deferred and prepaid sales commission costs | 181,358 | 158,865 |
Prepaid expenses and other current assets | 79,533 | 55,849 |
Total current assets | 851,030 | 796,016 |
Property and equipment, net | 187,279 | 185,400 |
Operating lease right-of-use assets | 34,138 | 35,433 |
Deferred and prepaid sales commission costs, non-current | 390,459 | 438,579 |
Goodwill | 54,647 | 54,335 |
Acquired intangibles, net | 494,931 | 528,051 |
Other assets | 33,936 | 35,848 |
Total assets | 2,046,420 | 2,073,662 |
Current liabilities | ||
Accounts payable | 56,353 | 62,721 |
Accrued liabilities | 314,902 | 380,113 |
Deferred revenue | 219,933 | 209,725 |
Total current liabilities | 591,188 | 652,559 |
Convertible senior notes, net | 1,639,530 | 1,638,411 |
Operating lease liabilities | 18,391 | 20,182 |
Other long-term liabilities | 69,817 | 45,848 |
Total liabilities | 2,318,926 | 2,357,000 |
Commitments and contingencies (Note 7) | ||
Series A convertible preferred stock | 199,449 | 199,449 |
Stockholders' deficit | ||
Common stock | 10 | 10 |
Additional paid-in capital | 1,123,351 | 1,059,880 |
Accumulated other comprehensive loss | (7,021) | (8,781) |
Accumulated deficit | (1,588,295) | (1,533,896) |
Total stockholders' deficit | (471,955) | (482,787) |
Total liabilities, temporary equity and stockholders’ deficit | $ 2,046,420 | $ 2,073,662 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | ||
Total revenues | $ 533,689 | $ 467,656 |
Cost of revenues | ||
Total cost of revenues | 160,676 | 155,474 |
Gross profit | 373,013 | 312,182 |
Operating expenses | ||
Research and development | 85,241 | 90,274 |
Sales and marketing | 260,212 | 254,455 |
General and administrative | 82,091 | 70,995 |
Total operating expenses | 427,544 | 415,724 |
Loss from operations | (54,531) | (103,542) |
Other income (expense), net | ||
Interest expense | (2,212) | (1,232) |
Other income (expense) | 5,429 | (45,219) |
Other income (expense), net | 3,217 | (46,451) |
Loss before income taxes | (51,314) | (149,993) |
Provision for income taxes | 3,085 | 979 |
Net loss | $ (54,399) | $ (150,972) |
Net loss per common share | ||
Basic (in dollars per share) | $ (0.57) | $ (1.60) |
Diluted (in dollars per share) | $ (0.57) | $ (1.60) |
Weighted-average number of shares used in computing net loss per share | ||
Basic (in shares) | 95,720 | 94,574 |
Diluted (in shares) | 95,720 | 94,574 |
Subscriptions | ||
Revenues | ||
Total revenues | $ 508,294 | $ 439,927 |
Cost of revenues | ||
Total cost of revenues | 136,425 | 129,689 |
Other | ||
Revenues | ||
Total revenues | 25,395 | 27,729 |
Cost of revenues | ||
Total cost of revenues | $ 24,251 | $ 25,785 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (54,399) | $ (150,972) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustments, net | 1,760 | (2,062) |
Comprehensive loss | $ (52,639) | $ (153,034) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED 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 |
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2021 | 94,309 | |||||||
Stockholders' equity, beginning 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] | ||||||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings (in shares) | 588 | |||||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings | (120) | (120) | ||||||
Share-based compensation | 98,424 | 98,424 | ||||||
Changes in comprehensive (loss) income | (2,062) | (2,062) | ||||||
Net loss | (150,972) | (150,972) | ||||||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2022 | 94,897 | |||||||
Stockholders' equity, ending balance at Mar. 31, 2022 | $ 48,783 | $ 9 | 855,894 | (1,418) | (805,702) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accounting standards update, extensible enumeration | Accounting Standards Update 2020-06 [Member] | |||||||
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2022 | 95,385 | |||||||
Stockholders' equity, beginning balance at Dec. 31, 2022 | $ (482,787) | $ 10 | 1,059,880 | (8,781) | (1,533,896) | |||
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) | 1,108 | |||||||
Issuance of common stock in connection with Equity Incentive and Employee Stock Purchase plans, net of tax withholdings | (1,641) | (1,641) | ||||||
Issuance of common stock in connection with commercial arrangements (in shares) | 1,265 | |||||||
Issuance of common stock in connection with strategic partnership arrangement | 42,585 | 42,585 | ||||||
Repurchases of common stock (in shares) | (2,160) | |||||||
Repurchases of common stock | (74,776) | (74,776) | ||||||
Share-based compensation | 97,303 | 97,303 | ||||||
Changes in comprehensive (loss) income | 1,760 | 1,760 | ||||||
Net loss | (54,399) | (54,399) | ||||||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2023 | 95,598 | |||||||
Stockholders' equity, ending balance at Mar. 31, 2023 | $ (471,955) | $ 10 | $ 1,123,351 | $ (7,021) | $ (1,588,295) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (54,399) | $ (150,972) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 57,518 | 60,929 |
Share-based compensation | 98,191 | 97,608 |
Unrealized loss on investments | 1,646 | 47,384 |
Amortization of deferred and prepaid sales commission costs | 32,211 | 23,173 |
Amortization of debt issuance costs | 1,119 | 1,116 |
Reduction of operating lease right-of-use assets | 5,053 | 4,877 |
Provision for bad debt | 2,732 | 4,605 |
Other | (175) | (251) |
Changes in assets and liabilities: | ||
Accounts receivable | (6,749) | (29,086) |
Deferred and prepaid sales commission costs | (19,403) | (39,487) |
Prepaid expenses and other assets | (10,289) | (2,554) |
Accounts payable | (18,936) | 6,868 |
Accrued and other liabilities | 15,013 | 15,097 |
Deferred revenue | 10,208 | 24,944 |
Operating lease liabilities | (5,207) | (5,256) |
Net cash provided by operating activities | 108,533 | 58,995 |
Cash flows from investing activities | ||
Purchases of property and equipment | (8,723) | (6,852) |
Capitalized internal-use software | (12,596) | (13,591) |
Purchases of intangible assets | 0 | (1,484) |
Net cash used in investing activities | (21,319) | (21,927) |
Cash flows from financing activities | ||
Payments for repurchase of common stock | (74,501) | 0 |
Proceeds from issuance of stock in connection with stock plans | 95 | 627 |
Payments for taxes related to net share settlement of equity awards | (1,736) | (747) |
Payment of debt issuance costs related to credit facility | (5,191) | 0 |
Repayment of financing obligations | (1,393) | (1,810) |
Net cash used in financing activities | (82,726) | (1,930) |
Effect of exchange rate changes | 332 | (371) |
Net increase in cash, cash equivalents, and restricted cash | 4,820 | 34,767 |
Cash, cash equivalents, and restricted cash | ||
Beginning of period | 269,984 | 267,162 |
End of period | 274,804 | 301,929 |
Supplemental disclosure of cash flow data: | ||
Cash paid for interest | 63 | 131 |
Cash paid for income taxes, net of refunds | 2,406 | 487 |
Non-cash investing and financing activities | ||
Common stock issued in connection with strategic partnership arrangement | 42,585 | 0 |
Equipment and capitalized internal-use software purchased and unpaid at period end | 3,212 | 8,957 |
Acquisition of intangibles | 3,629 | 0 |
Equipment acquired under financing obligations | $ 2,997 | $ 0 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business RingCentral, Inc. (the “Company”) is a provider of software-as-a-service (“SaaS”) solutions that enables businesses to communicate, collaborate and connect. The Company was incorporated in California in 1999 and was reincorporated in Delaware on September 26, 2013. Basis of Presentation and Consolidation The Company's unaudited condensed consolidated financial statements and accompanying notes reflect all adjustments (all of which are normal, recurring in nature and those discussed in these notes) that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2023. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The significant estimates made by management affect revenues, the allowance for doubtful accounts, 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. Segment Information The Company has determined that the chief executive officer is the chief operating decision maker. The Company’s chief executive officer reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reportable segment. Concentrations As of March 31, 2023 and December 31, 2022, none of the Company’s customers accounted for more than 10% of the Company’s total accounts receivable. Long-lived assets by geographic location are based on the location of the legal entity that owns the asset. As of March 31, 2023 and December 31, 2022, approximately 94% of the Company’s consolidated long-lived assets were located in the U.S. No other single country outside of the U.S. represented more than 10% of the Company’s consolidated long-lived assets. Recent Accounting Pronouncements Not Yet Adopted There are no material recent accounting pronouncements not yet adopted during the three months ended March 31, 2023 that are significant or potentially significant to the Company. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 2. Revenue The Company derives its revenues primarily from subscriptions, sale of products, and professional services. Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Disaggregation of revenue The following table provides information about disaggregated revenue by primary geographical markets: Three Months Ended 2023 2022 Primary geographical markets North America 91 % 90 % Others 9 10 Total revenues 100 % 100 % The Company derived over 90% of subscriptions revenues from RingCentral MVP and RingCentral customer engagement solutions products for each of the three months ended March 31, 2023 and 2022. For the three months ended March 31, 2023 and 2022, RingCentral customer engagement solutions represented over 10% of total revenues. Deferred revenue During the three months ended March 31, 2023, the Company recognized revenue of $126.2 million that was included in the corresponding deferred revenue balance at the beginning of the year. Remaining performance obligations The typical subscription contract term ranges from one month to five years. Contract revenue as of March 31, 2023 that has not yet been recognized was approximately $2.2 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 |
Financial Statement Components
Financial Statement Components | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Components | Note 3. Financial Statement Components Cash and cash equivalents consisted of the following (in thousands): March 31, 2023 December 31, 2022 Cash $ 81,373 $ 88,153 Money market funds 193,431 181,831 Total cash and cash equivalents $ 274,804 $ 269,984 As of March 31, 2023 and December 31, 2022, $5.5 million in the cash balance above represents restricted cash, which is held in the form of a bank deposit for issuance of a foreign bank guarantee. Accounts receivable, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accounts receivable $ 243,502 $ 242,650 Unbilled accounts receivable 82,922 78,249 Allowance for doubtful accounts (11,089) (9,581) Accounts receivable, net $ 315,335 $ 311,318 Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Prepaid expenses $ 36,837 $ 23,306 Inventory 1,308 1,209 Other current assets 41,388 31,334 Total prepaid expenses and other current assets $ 79,533 $ 55,849 Property and equipment, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Computer hardware and software $ 229,048 $ 221,727 Internal-use software development costs 213,948 199,642 Furniture and fixtures 8,672 8,937 Leasehold improvements 13,718 13,889 Total property and equipment, gross 465,386 444,195 Less: accumulated depreciation and amortization (278,107) (258,795) Property and equipment, net $ 187,279 $ 185,400 Total depreciation and amortization expense related to property and equipment was $20.3 million and $16.9 million for the three months ended March 31, 2023 and 2022, respectively. The carrying value of goodwill is as follows (in thousands): Balance at December 31, 2022 $ 54,335 Foreign currency translation adjustments 312 Balance at March 31, 2023 $ 54,647 The carrying values of intangible assets are as follows (in thousands): March 31, 2023 December 31, 2022 Weighted-Average Remaining Useful Life Cost Accumulated Acquired Cost Accumulated Acquired Customer relationships 0.5 years $ 20,984 $ 19,764 $ 1,220 $ 20,855 $ 19,090 $ 1,765 Developed technology 3.5 years 818,746 325,035 493,711 814,614 288,328 526,286 Total acquired intangible assets $ 839,730 $ 344,799 $ 494,931 $ 835,469 $ 307,418 $ 528,051 Amortization expense from acquired intangible assets for the three months ended March 31, 2023 and 2022 was $37.2 million and $44.1 million, respectively. Amortization of developed technology is included in cost of revenues and amortization of customer relationships is included in sales and marketing expenses in the Condensed Consolidated Statements of Operations. Estimated amortization expense for acquired intangible assets for the following fiscal years is as follows (in thousands): 2023 (remaining) $ 112,091 2024 135,159 2025 134,289 2026 112,980 2027 onwards 412 Total estimated amortization expense $ 494,931 Accrued liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accrued compensation and benefits $ 48,005 $ 53,419 Accrued sales, use, and telecom related taxes 37,575 37,836 Accrued marketing and sales commissions 61,477 127,940 Operating lease liabilities, short-term 17,852 17,513 Other accrued expenses 149,993 143,405 Total accrued liabilities $ 314,902 $ 380,113 Deferred and Prepaid Sales Commission Costs Amortization expense for the deferred and prepaid sales commission costs was $32.2 million and $23.2 million for the three months ended March 31, 2023 and 2022, respectively. There was no impairment loss in relation to the deferred commissions costs capitalized for the periods presented. During the three months ended March 31, 2023, the Company recorded a gain of $4.5 million in other income (expense), pursuant to an amended agreement with a strategic partner. Supplier Financing Obligations The Company has established financing arrangements with certain third-party financial institutions and participating suppliers to be repaid over different terms ranging up to five years. As of March 31, 2023, the Company's outstanding financing obligations related to such arrangements were $8.0 million, of which $5.1 million and $2.9 million were included in accrued liabilities and other long-term liabilities, respectively, in the Condensed Consolidated Balance Sheet. Some of these financing arrangements are collateralized against property and equipment. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4. Fair Value of Financial Instruments The Company measures and reports certain cash equivalents, including money market funds and certificates of deposit, in addition to its long-term investments at fair value in accordance with the provisions of the authoritative accounting guidance that addresses fair value measurements. This guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1: Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Other inputs, such as quoted prices for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3: Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques. The financial assets carried at fair value were determined using the following inputs (in thousands): Fair Value at Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 193,431 $ 193,431 $ — $ — Other assets: Long-term investments $ — $ — $ — $ — Fair Value at Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 181,831 $ 181,831 $ — $ — Other assets: Long-term investments $ 1,646 $ — $ — $ 1,646 The Company’s other financial instruments, including accounts receivable, accounts payable, and other current liabilities, are carried at cost, which approximates fair-value due to the relatively short maturity of those instruments. Convertible Senior Notes As of March 31, 2023, the fair value of the 0% convertible senior notes due 2026 (the “2026 Notes”) was approximately $528.1 million, and the fair value of the 0% convertible senior notes due 2025 (the “2025 Notes”) was approximately $872.5 million. The fair value for the convertible notes was determined based on the quoted price for such notes in an inactive market on the last trading day of the reporting period and is considered as Level 2 in the fair value hierarchy. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 5. Debt Credit Facility On February 14, 2023, the Company entered into a Credit Agreement with certain lenders. The Credit Agreement provides for a $200.0 million revolving loan facility (the “Revolving Facility”), with a $25.0 million sub-limit 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. The proceeds of the loans under the Revolving Facility (“Revolving Loans”) may be used for working capital and general corporate purposes. The Revolving Facility commitments terminate, and all outstanding Revolving Loans are due and payable on February 14, 2028. The proceeds of the loans under the Term Facility (“Term Loans”) will be used to repurchase, repay, acquire or otherwise settle a portion of the Company’s 2025 and/or 2026 Notes. The Term Loans may be borrowed in up to four drawings through November 14, 2023. All outstanding Term Loans are due and payable on February 14, 2028. If on any date that is 91 days prior to the final scheduled maturity date of any series of the Notes, such series of Notes is in an aggregate principal amount outstanding that exceeds an amount equal to 50% of last twelve months EBITDA, calculated as set forth in the Credit Agreement, the maturity date of both the Revolving Loans and Term Loans shall automatically be modified to be such date. Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either: (a) the fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.50% per annum, and (iii) an adjusted term SOFR rate determined on the basis of a one-month interest period, plus 1.00%, in each case, plus a margin of between 1.00% and 2.00%; and (b) an adjusted term SOFR rate (based on one, three or six month interest periods), plus a margin of between 2.00% and 3.00%. The applicable margin in each case is determined based on the Company’s total net leverage ratio. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternate base rate or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at the term SOFR rate. During the three months ended March 31, 2023, the Company capitalized $5.2 million of new debt issuance costs in connection with the Credit Agreement, which is presented as part of other assets in the Condensed Consolidated Balance Sheets and will be amortized over the term of the loan. As of March 31, 2023, no loans or letters of credit were outstanding and the Company was in compliance with all covenants under the Credit Agreement. Convertible Senior Notes In March 2020, the Company issued $1.0 billion aggregate principal amount of 0% convertible senior notes due 2025 in a private placement to qualified institutional buyers (the “2025 Notes”). The 2025 Notes will mature on March 1, 2025, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the debt offering, after deducting initial purchase discounts and debt issuance costs, were approximately $986.5 million. In September 2020, the Company issued $650.0 million aggregate principal amount of 0% convertible senior notes due 2026 in a private placement to qualified institutional buyers (the “2026 Notes”). The 2026 Notes will mature on March 15, 2026, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the debt offering, after deducting initial purchase discounts and debt issuance costs, were approximately $640.2 million. The 2025 Notes and 2026 Notes (collectively, the “Notes”) are senior, unsecured obligations of the Company that do not bear regular interest, and the principal amount of the Notes do not accrete. The Notes may bear special interest under specified circumstances relating to the Company's failure to comply with its reporting obligations under the indentures governing each of the Notes (collectively, the “Notes Indentures”) or if the Notes are not freely tradeable as required by each respective Notes Indenture. Other Terms of the Notes 2025 Notes 2026 Notes $1,000 principal amount initially convertible into number of the Company’s Class A Common Stock, par value $0.0001 2.7745 shares 2.3583 shares Equivalent initial approximate conversion price per share $ 360.43 $ 424.03 The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change or a redemption period, each as defined in the respective Notes Indentures, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or during the relevant redemption period. The Notes will be convertible at certain times and upon the occurrence of certain events in the future. Further, on or after December 1, 2024 for the 2025 Notes, and December 15, 2025 for the 2026 Notes, until the close of business on the scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or a portion of their notes regardless of these conditions. Under the terms of the respective Notes Indentures, effective January 1, 2022, the Company made an irrevocable election to settle the principal portion of the Notes only in cash, with the conversion premium to be settled in cash or shares. During the three months ended March 31, 2023, the conditions allowing holders of the 2025 Notes and 2026 Notes to convert were not met. The Notes may be convertible thereafter if one or more of the conversion conditions specified in the indentures are satisfied during future measurement periods. The Company may redeem the Notes at its option, on or after March 5, 2022 for the 2025 Notes, and March 20, 2023 for the 2026 Notes, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid special interest to, but excluding the redemption date, subject to certain conditions. No sinking fund is provided for the Notes. Upon the occurrence of a fundamental change (as defined in each respective Notes Indentures) prior to the maturity date, holders may require the Company to repurchase all or a portion of the 2025 Notes or 2026 Notes for cash at a price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid special interest to, but excluding, the fundamental change repurchase date. The net carrying amount of the liability component of the Notes as of March 31, 2023 were as follows (in thousands): 2025 Notes 2026 Notes Principal $ 1,000,000 $ 650,000 Unamortized issuance cost (5,204) (5,266) Net carrying amount $ 994,796 $ 644,734 The following table sets forth the total interest expense recognized related to the Notes (in thousands): Three Months Ended 2023 2022 Amortization of debt issuance cost 1,119 1,116 Total interest expense related to the Notes $ 1,119 $ 1,116 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: 2025 Notes 2026 Notes Initial approximate strike price per share, subject to certain adjustments $ 360.43 $ 424.03 Initial cap price per share, subject to certain adjustments $ 480.56 $ 556.10 Net cost incurred (in millions) $ 60.9 $ 41.8 Class A Common Stock covered, subject to anti-dilution adjustments (in millions) 2.8 1.5 Settlement commencement date 1/31/2024 2/13/2025 Settlement expiration date 2/28/2024 3/13/2025 All of the capped call transactions were outstanding as of March 31, 2023. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 6. Leases The Company primarily leases facilities for office and data center space under non-cancelable operating leases for its U.S. and international locations. As of March 31, 2023, non-cancellable leases expire on various dates between 2022 and 2029. The components of leases are as follows (in thousands): March 31, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 34,138 $ 35,433 Accrued liabilities $ 17,852 $ 17,513 Operating lease liabilities 18,391 20,182 Total operating lease liabilities $ 36,243 $ 37,695 Three Months Ended March 31, 2023 2022 Supplemental Cash Flow Information (in thousands) Operating cash flows resulting from operating leases: Cash paid for amounts included in the measurement of lease liabilities $ 5,711 $ 5,813 New ROU assets obtained in exchange of lease liabilities: Operating leases $ 3,685 $ 2,095 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Legal Matters The Company is subject to certain legal proceedings described below, and from time to time may be involved in a variety of claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters, and other litigation matters relating to various claims that arise in the normal course of business. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using reasonably available information. The Company develops its views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. Actual claims could settle or be adjudicated against the Company in the future for materially different amounts than the Company has accrued due to the inherently unpredictable nature of litigation. Legal fees are expensed in the period in which they are incurred. Patent Infringement Matter On April 25, 2017, Uniloc USA, Inc. and Uniloc Luxembourg, S.A. (together, “Uniloc”) filed in the U.S. District Court for the Eastern District of Texas two actions against the Company alleging infringement of U.S. Patent Nos. 7,804,948; 7,853,000; and 8,571,194 by RingCentral’s Glip unified communications application. The plaintiffs seek a declaration that the Company has infringed the patents, damages according to proof, injunctive relief, as well as their costs, attorney’s fees, expenses and interest. On October 9, 2017, the Company filed a motion to dismiss or transfer requesting that the case be transferred to the United States District Court for the Northern District of California. In response to the motion, plaintiffs filed a first amended complaint on October 24, 2017. The Company filed a renewed motion to dismiss or transfer on November 15, 2017. Although briefing on that motion has been completed, the motion has not yet been decided. On February 5, 2018, Uniloc moved to stay the litigation pending the resolution of certain third-party inter partes review proceedings (“IPRs”) before the United States Patent and Trademark Office. On February 9, 2018, the court stayed the litigation pending resolution of the IPRs without prejudice to or waiver of the Company’s motion to dismiss or transfer. This litigation is still in its early stages. Based on the information known by the Company as of the date of this filing and the rules and regulations applicable to the preparation of the Company’s condensed consolidated financial statements, it is not possible to provide an estimated amount of any such loss or range of loss that may occur. The Company intends to vigorously defend against this lawsuit. CIPA Matter On June 16, 2020, Plaintiff Meena Reuben (“Reuben”) filed a complaint against the Company for a putative class action lawsuit in California Superior Court for San Mateo County. The complaint alleges claims on behalf of a class of individuals for whom, while they were in California, the Company allegedly intercepted and recorded communications between individuals and the Company’s customers without the individual’s consent, in violation of the California Invasion of Privacy Act (“CIPA”) Sections 631 and 632.7. Reuben seeks statutory damages of $5,000 for each alleged violation of Sections 631 and 632.7, injunctive relief, and attorneys’ fees and costs, and other unspecified amount of damages. 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 condensed consolidated financial statements, it is not possible to provide an estimated amount of any such loss or range of loss that may occur. The Company intends to vigorously defend against this lawsuit. 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 condensed consolidated financial statements, it is not possible to provide an estimated amount of any loss or range of loss that may occur. The Company intends to vigorously prosecute and defend this lawsuit. Purchase Obligations During the three months ended March 31, 2023, the Company entered into a commercial arrangement with a total commitment of $124.0 million through January 2029, out of which $122.2 million remained outstanding. |
Stockholders_ Deficit and Conve
Stockholders’ Deficit and Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Deficit and Convertible Preferred Stock | Note 8. Stockholders’ Deficit and Convertible Preferred Stock 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. During the three months ended March 31, 2023, the Company repurchased and subsequently retired 2,160,164 shares of our Class A Common Stock, respectively, for an aggregate amount of $74.5 million. As of March 31, 2023, $100.5 million remained available under the Company's share repurchase authorization. Series A Convertible Preferred Stock On November 8, 2021, the Company entered into the Investment Agreement, pursuant to which the Company sold to Searchlight Investor, in a private placement exempt from registration under the Securities Act of 1933, as amended, 200,000 shares of newly-issued Series A Convertible Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $200 million. The Series A Convertible Preferred Stock issued to Searchlight Investor pursuant to the Investment Agreement is convertible into shares of the Company's Class A Common Stock, par value $0.0001 per share, at a conversion price of $269.22 per share, subject to adjustment as provided in the certificate of designations specifying the terms of such shares. The transactions contemplated by the Investment Agreement closed on November 9, 2021. The Series A Convertible Preferred Stock ranks senior to the shares of the Company’s Class A Common Stock and Class B Common Stock with respect to rights on the distribution of assets on any voluntary or involuntary liquidation or winding up of the affairs of the Company. The Series A Convertible Preferred Stock is a zero coupon, perpetual preferred stock, with a liquidation preference of $1,000 per share and other customary terms, including with respect to mandatory conversion and change of control premium under certain circumstances. The shares of Series A Convertible Preferred Stock shall not be redeemable or otherwise mature, other than for a liquidation or a specified change in control event as provided in the certificate of designations specifying the terms of such shares. Holders of Series A Convertible Preferred Stock will be entitled to vote with the holders of the Class A Common Stock and Class B Common Stock on an as-converted basis. Holders of the Series A Convertible Preferred Stock will be entitled to a separate class vote with respect to, among other things, certain amendments to the Company’s organizational documents that have an adverse impact on the rights, preferences, privileges or voting power of the Series A Convertible Preferred Stock, authorizations or issuances of Company capital stock, or other securities convertible into capital stock, that is senior to, or equal in priority with, the Series A Convertible Preferred Stock, and increases or decreases in the number of authorized shares of Series A Convertible Preferred Stock. As the liquidation or specified change in control event is not solely within the Company’s control, the Series A Convertible Preferred Stock is therefore classified as temporary equity and recorded outside of stockholders’ equity on the Condensed Consolidated Balance Sheet. As of March 31, 2023 and December 31, 2022, there were 200,000 shares of the Company's Series A Convertible Preferred Stock issued and outstanding, and the carrying value, net of issuance costs, was $199.4 million. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 9. Share-Based Compensation A summary of share-based compensation expense recognized in the Condensed Consolidated Statements of Operations is as follows (in thousands): Three Months Ended 2023 2022 Cost of revenues $ 8,734 $ 9,047 Research and development 23,205 23,198 Sales and marketing 36,735 39,877 General and administrative 29,517 25,486 Total share-based compensation expense $ 98,191 $ 97,608 A summary of share-based compensation expense by award type is as follows (in thousands): Three Months Ended 2023 2022 Employee stock purchase plan rights 2,251 2,416 Restricted stock units 95,940 95,192 Total share-based compensation expense $ 98,191 $ 97,608 Equity Incentive Plans As of March 31, 2023, a total of 23,035,218 shares remained available for grant under the RingCentral, Inc. Amended and Restated 2013 Equity Incentive Plan (“2013 Plan”). A summary of option activity under all of the Company’s equity incentive plans as of March 31, 2023, and changes during the period then ended is presented in the following table: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 22 $ 12.53 0.5 $ 509 Exercised (9) 9.90 Canceled/Forfeited — — Outstanding at March 31, 2023 13 $ 14.42 0.4 $ 210 Vested and expected to vest as of March 31, 2023 13 $ 14.42 0.4 $ 210 Exercisable as of March 31, 2023 13 $ 14.42 0.4 $ 210 There were no options granted during the three months ended March 31, 2023 and 2022. The total intrinsic value of options exercised during the three months ended March 31, 2023 was immaterial, and during the three months ended 2022 was $11.5 million. There is no remaining unamortized share-based compensation expense. Employee Stock Purchase Plan The Company's Employee Stock Purchase Plan (“ESPP”) allows eligible employees to purchase shares of the Company’s Class A Common Stock at a discounted price through payroll deductions. As of March 31, 2023, there was a total of $1.8 million of unrecognized share-based compensation expense, net of estimated forfeitures, related to the ESPP, which will be recognized on a straight-line basis over the remaining weighted-average vesting period of approximately 0.1 years. As of March 31, 2023, a total of 7,008,378 shares were available for issuance under the ESPP. Restricted Stock Units The 2013 Plan provides for the issuance of restricted stock units (“RSUs”) to employees, directors, and consultants. RSUs issued under the 2013 Plan generally vest over four years. A summary of activity of RSUs under the 2013 Plan as of March 31, 2023, and changes during the period then ended is presented in the following table: Number of Weighted- Aggregate Outstanding at December 31, 2022 5,100 $ 119.55 $ 180,577 Granted 1,773 43.94 Released (1,143) 80.33 Canceled/Forfeited (389) 95.01 Outstanding at March 31, 2023 5,341 $ 104.64 $ 163,809 As of March 31, 2023, there was a total of $393.4 million of unrecognized share-based compensation expense, net of estimated forfeitures, related to RSUs, which will be recognized on a straight-line basis over the remaining weighted-average vesting period of approximately 2.8 years. Employee Equity Compensation Plans The Company's board of directors adopted employee equity bonus and executive equity compensation plans (“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/or performance conditions and in lieu of a portion of base salary. During the three months ended March 31, 2023, the Company issued 515,267 RSUs under these Plans. The shares under these Plans will be issued from the reserve of shares available for issuance under the 2013 Plan. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes The provision for income taxes was $3.1 million and $1.0 million for the three months ended March 31, 2023 and 2022, respectively. The provision for income taxes for the three months ended March 31, 2023 and 2022 consisted primarily of foreign income taxes and state income taxes. For the three months ended March 31, 2023 and 2022, the provision for income taxes differed from the U.S. federal statutory rate primarily due to foreign and state taxes currently payable. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the right to deduct research and development expenditures for tax purposes in the period the expenses were incurred and instead requires all U.S. and foreign research and development expenditures to be amortized over five and fifteen tax years, respectively. Due to this required capitalization of research and development expenditures, the Company has recorded current income tax expense of $1.1 million for the quarter ended March 31, 2023. The current income tax provision is primarily for state taxes we anticipate paying as a result of statutory limitations on our ability to offset expected taxable income with net operating loss carry forwards in certain states. The realization of tax benefits of net deferred tax assets is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. Based on the available objective evidence, the Company does not believe it is more likely than not that certain net deferred tax assets will be realizable. Accordingly, the Company continues to provide a full valuation allowance against the entire domestic and the majority of the foreign net deferred tax assets as of March 31, 2023 and December 31, 2022. The Company intends to maintain the full valuation allowance on the U.S. and certain foreign net deferred tax assets until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance. During the three months ended March 31, 2023, there were no material changes to the total amount of unrecognized tax benefits. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | Note 11. Basic and Diluted Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, stock options, restricted stock units, ESPP, convertible senior notes, and convertible preferred stock, to the extent dilutive. For the three months ended March 31, 2023 and 2022, all such common stock equivalents have been excluded from diluted net loss per share as the effect to net loss per share would be anti-dilutive. The following table sets forth the computation of the Company’s basic and diluted net loss per share of common stock (in thousands, except per share data): Three Months Ended 2023 2022 Numerator Net loss $ (54,399) $ (150,972) Denominator Weighted-average common shares outstanding for basic and diluted net loss per share 95,720 94,574 Basic and diluted net loss per share $ (0.57) $ (1.60) The following table summarizes the potentially dilutive common shares that were excluded from diluted weighted-average common shares outstanding because including them would have had an anti-dilutive effect (in thousands): Three Months Ended 2023 2022 Shares of common stock issuable under equity incentive plans outstanding 5,617 3,253 Shares of common stock related to convertible preferred stock 743 743 Potential common shares excluded from diluted net loss per share 6,360 3,996 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. 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 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. |
Restructuring Activities
Restructuring Activities | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Note 12. Restructuring Activities In November 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 reduced the Company’s full-time employees by approximately 13% to date, and the restructuring costs associated with the Plan primarily consisted of severance payments, employee benefits and related costs. The following table summarizes the Company’s restructuring costs that were recorded as an operating expense in the accompanying Condensed Consolidated Statement of Operations during the three months ended March 31, 2023 (in thousands): Cost of revenues $ 418 Research and development 1,434 Sales and marketing 2,599 General and administrative 424 Total restructuring costs $ 4,875 The following table summarizes the Company’s restructuring liability that is included in accrued liabilities in the accompanying Condensed Consolidated Balance Sheets (in thousands): Balance as of December 31, 2022 $ 5,485 Restructuring costs 4,875 Cash payments (7,100) Balance as of March 31, 2023 $ 3,260 |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company's unaudited condensed consolidated financial statements and accompanying notes reflect all adjustments (all of which are normal, recurring in nature and those discussed in these notes) that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2023. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The significant estimates made by management affect revenues, the allowance for doubtful accounts, 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. |
Segment Information | Segment Information The Company has determined that the chief executive officer is the chief operating decision maker. The Company’s chief executive officer reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reportable segment. |
Concentrations | Concentrations As of March 31, 2023 and December 31, 2022, none of the Company’s customers accounted for more than 10% of the Company’s total accounts receivable. Long-lived assets by geographic location are based on the location of the legal entity that owns the asset. As of March 31, 2023 and December 31, 2022, approximately 94% of the Company’s consolidated long-lived assets were located in the U.S. No other single country outside of the U.S. represented more than 10% of the Company’s consolidated long-lived assets. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted There are no material recent accounting pronouncements not yet adopted during the three months ended March 31, 2023 that are significant or potentially significant to the Company. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table provides information about disaggregated revenue by primary geographical markets: Three Months Ended 2023 2022 Primary geographical markets North America 91 % 90 % Others 9 10 Total revenues 100 % 100 % |
Financial Statement Components
Financial Statement Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Components of Cash and Cash Equivalents | Cash and cash equivalents consisted of the following (in thousands): March 31, 2023 December 31, 2022 Cash $ 81,373 $ 88,153 Money market funds 193,431 181,831 Total cash and cash equivalents $ 274,804 $ 269,984 |
Schedule of Components of Accounts Receivable, Net | Accounts receivable, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accounts receivable $ 243,502 $ 242,650 Unbilled accounts receivable 82,922 78,249 Allowance for doubtful accounts (11,089) (9,581) Accounts receivable, net $ 315,335 $ 311,318 |
Schedule of Components of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Prepaid expenses $ 36,837 $ 23,306 Inventory 1,308 1,209 Other current assets 41,388 31,334 Total prepaid expenses and other current assets $ 79,533 $ 55,849 |
Schedule of Components of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Computer hardware and software $ 229,048 $ 221,727 Internal-use software development costs 213,948 199,642 Furniture and fixtures 8,672 8,937 Leasehold improvements 13,718 13,889 Total property and equipment, gross 465,386 444,195 Less: accumulated depreciation and amortization (278,107) (258,795) Property and equipment, net $ 187,279 $ 185,400 |
Schedule of Goodwill | The carrying value of goodwill is as follows (in thousands): Balance at December 31, 2022 $ 54,335 Foreign currency translation adjustments 312 Balance at March 31, 2023 $ 54,647 |
Schedule of Carrying Values of Intangible Assets | The carrying values of intangible assets are as follows (in thousands): March 31, 2023 December 31, 2022 Weighted-Average Remaining Useful Life Cost Accumulated Acquired Cost Accumulated Acquired Customer relationships 0.5 years $ 20,984 $ 19,764 $ 1,220 $ 20,855 $ 19,090 $ 1,765 Developed technology 3.5 years 818,746 325,035 493,711 814,614 288,328 526,286 Total acquired intangible assets $ 839,730 $ 344,799 $ 494,931 $ 835,469 $ 307,418 $ 528,051 |
Schedule of Estimated Amortization Expense for Acquired Intangible Assets | Estimated amortization expense for acquired intangible assets for the following fiscal years is as follows (in thousands): 2023 (remaining) $ 112,091 2024 135,159 2025 134,289 2026 112,980 2027 onwards 412 Total estimated amortization expense $ 494,931 |
Schedule of Components of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accrued compensation and benefits $ 48,005 $ 53,419 Accrued sales, use, and telecom related taxes 37,575 37,836 Accrued marketing and sales commissions 61,477 127,940 Operating lease liabilities, short-term 17,852 17,513 Other accrued expenses 149,993 143,405 Total accrued liabilities $ 314,902 $ 380,113 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Carried at Fair Value | The financial assets carried at fair value were determined using the following inputs (in thousands): Fair Value at Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 193,431 $ 193,431 $ — $ — Other assets: Long-term investments $ — $ — $ — $ — Fair Value at Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 181,831 $ 181,831 $ — $ — Other assets: Long-term investments $ 1,646 $ — $ — $ 1,646 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Terms | 2025 Notes 2026 Notes $1,000 principal amount initially convertible into number of the Company’s Class A Common Stock, par value $0.0001 2.7745 shares 2.3583 shares Equivalent initial approximate conversion price per share $ 360.43 $ 424.03 |
Summary of Net Carrying Amount of Liability Component and Equity Component of Notes | The net carrying amount of the liability component of the Notes as of March 31, 2023 were as follows (in thousands): 2025 Notes 2026 Notes Principal $ 1,000,000 $ 650,000 Unamortized issuance cost (5,204) (5,266) Net carrying amount $ 994,796 $ 644,734 |
Schedule of Interest Expense Recognized Related to Notes | The following table sets forth the total interest expense recognized related to the Notes (in thousands): Three Months Ended 2023 2022 Amortization of debt issuance cost 1,119 1,116 Total interest expense related to the Notes $ 1,119 $ 1,116 |
Schedule of Key Terms and Costs Incurred | The following table below sets forth key terms and costs incurred for the Capped Calls related to each of the Notes: 2025 Notes 2026 Notes Initial approximate strike price per share, subject to certain adjustments $ 360.43 $ 424.03 Initial cap price per share, subject to certain adjustments $ 480.56 $ 556.10 Net cost incurred (in millions) $ 60.9 $ 41.8 Class A Common Stock covered, subject to anti-dilution adjustments (in millions) 2.8 1.5 Settlement commencement date 1/31/2024 2/13/2025 Settlement expiration date 2/28/2024 3/13/2025 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Leases | The components of leases are as follows (in thousands): March 31, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 34,138 $ 35,433 Accrued liabilities $ 17,852 $ 17,513 Operating lease liabilities 18,391 20,182 Total operating lease liabilities $ 36,243 $ 37,695 |
Schedule of Lease Cost | Three Months Ended March 31, 2023 2022 Supplemental Cash Flow Information (in thousands) Operating cash flows resulting from operating leases: Cash paid for amounts included in the measurement of lease liabilities $ 5,711 $ 5,813 New ROU assets obtained in exchange of lease liabilities: Operating leases $ 3,685 $ 2,095 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation Expense Recognized to Statements of Operations | A summary of share-based compensation expense recognized in the Condensed Consolidated Statements of Operations is as follows (in thousands): Three Months Ended 2023 2022 Cost of revenues $ 8,734 $ 9,047 Research and development 23,205 23,198 Sales and marketing 36,735 39,877 General and administrative 29,517 25,486 Total share-based compensation expense $ 98,191 $ 97,608 |
Summary of Share-Based Compensation Expense by Award Type | A summary of share-based compensation expense by award type is as follows (in thousands): Three Months Ended 2023 2022 Employee stock purchase plan rights 2,251 2,416 Restricted stock units 95,940 95,192 Total share-based compensation expense $ 98,191 $ 97,608 |
Summary of Stock Option Activity Plans | A summary of option activity under all of the Company’s equity incentive plans as of March 31, 2023, and changes during the period then ended is presented in the following table: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 22 $ 12.53 0.5 $ 509 Exercised (9) 9.90 Canceled/Forfeited — — Outstanding at March 31, 2023 13 $ 14.42 0.4 $ 210 Vested and expected to vest as of March 31, 2023 13 $ 14.42 0.4 $ 210 Exercisable as of March 31, 2023 13 $ 14.42 0.4 $ 210 |
Summary of RSUs Activity | A summary of activity of RSUs under the 2013 Plan as of March 31, 2023, and changes during the period then ended is presented in the following table: Number of Weighted- Aggregate Outstanding at December 31, 2022 5,100 $ 119.55 $ 180,577 Granted 1,773 43.94 Released (1,143) 80.33 Canceled/Forfeited (389) 95.01 Outstanding at March 31, 2023 5,341 $ 104.64 $ 163,809 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of 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): Three Months Ended 2023 2022 Numerator Net loss $ (54,399) $ (150,972) Denominator Weighted-average common shares outstanding for basic and diluted net loss per share 95,720 94,574 Basic and diluted net loss per share $ (0.57) $ (1.60) |
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): Three Months Ended 2023 2022 Shares of common stock issuable under equity incentive plans outstanding 5,617 3,253 Shares of common stock related to convertible preferred stock 743 743 Potential common shares excluded from diluted net loss per share 6,360 3,996 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Condensed Consolidated Statement of Operations during the three months ended March 31, 2023 (in thousands): Cost of revenues $ 418 Research and development 1,434 Sales and marketing 2,599 General and administrative 424 Total restructuring costs $ 4,875 The following table summarizes the Company’s restructuring liability that is included in accrued liabilities in the accompanying Condensed Consolidated Balance Sheets (in thousands): Balance as of December 31, 2022 $ 5,485 Restructuring costs 4,875 Cash payments (7,100) Balance as of March 31, 2023 $ 3,260 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details) - segment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | ||
Number of reporting segments | 1 | |
U.S. | Long-lived Assets | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percentage) | 94% | 94% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 126,200 | |
Revenue, remaining performance obligation, amount | 2,200,000 | |
Product revenues | $ 533,689 | $ 467,656 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||
Disaggregation of Revenue [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]: 2024-04-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, percentage | 47% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | ||
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percentage) | 100% | 100% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | North America | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percentage) | 91% | 90% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Others | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percentage) | 9% | 10% |
RingCentral MVP And RingCentral Customer Engagement Solutions | Revenue from Contract with Customer Benchmark | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percentage) | 90% | 90% |
RingCentral Customer Engagement Solutions | Revenue from Contract with Customer Benchmark | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percentage) | 10% | 10% |
Product | ||
Disaggregation of Revenue [Line Items] | ||
Product revenues | $ 10,200 | $ 11,300 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligations subscription term | 1 month | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligations subscription term | 5 years |
Financial Statement Component_2
Financial Statement Components - Components of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 81,373 | $ 88,153 | ||
Money market funds | 193,431 | 181,831 | ||
Total cash and cash equivalents | $ 274,804 | $ 269,984 | $ 301,929 | $ 267,162 |
Financial Statement Component_3
Financial Statement Components - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Restricted cash | $ 5,500,000 | $ 5,500,000 | |
Depreciation and amortization | 20,300,000 | $ 16,900,000 | |
Amortization expense of intangible assets | 37,200,000 | 44,100,000 | |
Amortization of deferred and prepaid sales commission costs | 32,211,000 | 23,173,000 | |
Impairment loss in relation to costs capitalized | 0 | $ 0 | |
Non-cash gain | $ 4,500,000 | ||
Supplier finance program, payment timing, period | 5 years | ||
Supplier finance program, obligation | $ 8,000,000 | ||
Supplier finance program, obligation, current | 5,100,000 | ||
Supplier finance program, obligation noncurrent | $ 2,900,000 |
Financial Statement Component_4
Financial Statement Components - Components of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 243,502 | $ 242,650 |
Unbilled accounts receivable | 82,922 | 78,249 |
Allowance for doubtful accounts | (11,089) | (9,581) |
Accounts receivable, net | $ 315,335 | $ 311,318 |
Financial Statement Component_5
Financial Statement Components - Components of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 36,837 | $ 23,306 |
Inventory | 1,308 | 1,209 |
Other current assets | 41,388 | 31,334 |
Total prepaid expenses and other current assets | $ 79,533 | $ 55,849 |
Financial Statement Component_6
Financial Statement Components - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 465,386 | $ 444,195 |
Less: accumulated depreciation and amortization | (278,107) | (258,795) |
Property and equipment, net | 187,279 | 185,400 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 229,048 | 221,727 |
Internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 213,948 | 199,642 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 8,672 | 8,937 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 13,718 | $ 13,889 |
Financial Statement Component_7
Financial Statement Components - Components of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 54,335 |
Foreign currency translation adjustments | 312 |
Goodwill, ending balance | $ 54,647 |
Financial Statement Component_8
Financial Statement Components - Summary of Carrying Values of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 839,730 | $ 835,469 |
Accumulated Amortization and Impairment | 344,799 | 307,418 |
Total estimated amortization expense | $ 494,931 | 528,051 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 6 months | |
Cost | $ 20,984 | 20,855 |
Accumulated Amortization and Impairment | 19,764 | 19,090 |
Total estimated amortization expense | $ 1,220 | 1,765 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 3 years 6 months | |
Cost | $ 818,746 | 814,614 |
Accumulated Amortization and Impairment | 325,035 | 288,328 |
Total estimated amortization expense | $ 493,711 | $ 526,286 |
Financial Statement Component_9
Financial Statement Components - Summary of Estimated Amortization Expense for Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2023 (remaining) | $ 112,091 | |
2024 | 135,159 | |
2025 | 134,289 | |
2026 | 112,980 | |
2027 onwards | 412 | |
Total estimated amortization expense | $ 494,931 | $ 528,051 |
Financial Statement Componen_10
Financial Statement Components - Components of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and benefits | $ 48,005 | $ 53,419 |
Accrued sales, use, and telecom related taxes | 37,575 | 37,836 |
Accrued marketing and sales commissions | 61,477 | 127,940 |
Operating lease liabilities, short-term | 17,852 | 17,513 |
Other accrued expenses | 149,993 | 143,405 |
Total accrued liabilities | $ 314,902 | $ 380,113 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Assets Carried at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Other assets: | ||
Long-term investments | $ 0 | $ 1,646 |
Level 1 | ||
Other assets: | ||
Long-term investments | 0 | 0 |
Level 2 | ||
Other assets: | ||
Long-term investments | 0 | 0 |
Level 3 | ||
Other assets: | ||
Long-term investments | 0 | 1,646 |
Money market funds | ||
Cash equivalents: | ||
Money market funds | 193,431 | 181,831 |
Money market funds | Level 1 | ||
Cash equivalents: | ||
Money market funds | 193,431 | 181,831 |
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) - Level 2 $ in Millions | Mar. 31, 2023 USD ($) |
2026 Notes | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, interest rate (percentage) | 0% |
Fair value of convertible senior notes | $ 528.1 |
2025 Notes | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, interest rate (percentage) | 0% |
Fair value of convertible senior notes | $ 872.5 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | |||
Feb. 14, 2023 USD ($) | Sep. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) | Mar. 31, 2023 USD ($) draw | Mar. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Amortization of debt issuance costs | $ 1,119,000 | $ 1,116,000 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt redemption price (percentage) | 100% | ||||
Credit Agreement | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, number of borrowing capacity, maximum | draw | 4 | ||||
Modified term threshold | 91 days | ||||
Percentage of EBITDA | 50% | ||||
Amortization of debt issuance costs | $ 5,200,000 | ||||
Credit Agreement | Line of Credit | Fed Funds Effective Rate Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate (in percent) | 0.50% | ||||
Credit Agreement | Line of Credit | SOFR | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate (percentage) | 1% | ||||
Credit Agreement | Line of Credit | Minimum | Fed Funds Effective Rate Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate (in percent) | 1% | ||||
Credit Agreement | Line of Credit | Minimum | SOFR | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate (in percent) | 2% | ||||
Credit Agreement | Line of Credit | Maximum | Fed Funds Effective Rate Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate (in percent) | 2% | ||||
Credit Agreement | Line of Credit | Maximum | SOFR | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate (in percent) | 3% | ||||
2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 1,000,000,000 | ||||
2025 Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate (percentage) | 0% | ||||
Principal | $ 1,000,000,000 | ||||
Proceeds from issuance debt, net of discounts and issuance costs | $ 986,500,000 | ||||
2026 Notes | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 650,000,000 | ||||
2026 Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate (percentage) | 0% | ||||
Principal | $ 650,000,000 | ||||
Proceeds from issuance debt, net of discounts and issuance costs | $ 640,200,000 | ||||
Revolving Credit Facility | Credit Agreement | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 200,000,000 | ||||
Letter of Credit | Credit Agreement | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 25,000,000 | ||||
Secured Debt | Credit Agreement | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 400,000,000 |
Debt - Summary of Conversion of
Debt - Summary of Conversion of the Notes (Details) - Class A common stock | 1 Months Ended | |||
Sep. 30, 2020 $ / shares | Mar. 31, 2020 $ / shares | Mar. 31, 2023 $ / shares | Nov. 08, 2021 $ / shares | |
Debt Instrument [Line Items] | ||||
Stock par value (in dollars per share) | $ 0.0001 | |||
2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Stock par value (in dollars per share) | $ 0.0001 | |||
Equivalent initial approximate conversion price per share (in dollars per share) | $ 360.43 | |||
Debt conversion, converted instrument, shares issued | 0.0027745 | |||
2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Stock par value (in dollars per share) | $ 0.0001 | |||
Equivalent initial approximate conversion price per share (in dollars per share) | $ 424.03 | |||
Debt conversion, converted instrument, shares issued | 0.0023583 |
Debt - Summary of Net Carrying
Debt - Summary of Net Carrying Amount of Liability Component Convertible Notes (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
2025 Notes | |
Debt Instrument [Line Items] | |
Principal | $ 1,000,000 |
Unamortized issuance cost | (5,204) |
Net carrying amount | 994,796 |
2026 Notes | |
Debt Instrument [Line Items] | |
Principal | 650,000 |
Unamortized issuance cost | (5,266) |
Net carrying amount | $ 644,734 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense Recognized Related to Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Amortization of debt issuance costs | $ 1,119 | $ 1,116 |
Total interest expense related to the Notes | $ 1,119 | $ 1,116 |
Debt - Summary of Capped Calls
Debt - Summary of Capped Calls (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2020 | |
2025 Notes | Class A common stock | ||
Debt Instrument [Line Items] | ||
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 360.43 | |
2025 Notes | Capped call | ||
Debt Instrument [Line Items] | ||
Initial approximate strike price per share, subject to certain adjustments (in dollars per share) | 360.43 | |
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 480.56 | |
Net cost incurred (in millions) | $ 60.9 | |
2025 Notes | Capped call | Class A common stock | ||
Debt Instrument [Line Items] | ||
Class A common stock covered, subject to anti-dilution adjustments (in millions) (in shares) | 2.8 | |
2026 Notes | Class A common stock | ||
Debt Instrument [Line Items] | ||
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 424.03 | |
2026 Notes | Capped call | ||
Debt Instrument [Line Items] | ||
Initial approximate strike price per share, subject to certain adjustments (in dollars per share) | 424.03 | |
Initial cap price per share, subject to certain adjustment (in dollars per share) | $ 556.10 | |
Net cost incurred (in millions) | $ 41.8 | |
2026 Notes | Capped call | Class A common stock | ||
Debt Instrument [Line Items] | ||
Class A common stock covered, subject to anti-dilution adjustments (in millions) (in shares) | 1.5 |
Leases - Components of Leases a
Leases - Components of Leases and Lease Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Operating leases | ||
Operating lease right-of-use assets | $ 34,138 | $ 35,433 |
Accrued liabilities | 17,852 | 17,513 |
Operating lease liabilities | 18,391 | 20,182 |
Total operating lease liabilities | $ 36,243 | $ 37,695 |
Operating lease, liability, current, statement of financial position | Accrued liabilities | Accrued liabilities |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating cash flows resulting from operating leases: | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 5,711 | $ 5,813 |
New ROU assets obtained in exchange of lease liabilities: | ||
Operating leases | $ 3,685 | $ 2,095 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Aug. 26, 2019 USD ($) defendent | Jun. 14, 2019 defendent | Apr. 25, 2017 action | Mar. 31, 2023 USD ($) | Jun. 16, 2020 USD ($) |
Loss Contingencies [Line Items] | |||||
Number of actions filed against the company | action | 2 | ||||
Damages sought per violation | $ 5,000 | ||||
Cross complaint, number of defendants | defendent | 2 | ||||
Purchase obligation | $ 124,000,000 | ||||
Purchase obligation outstanding | $ 122,200,000 | ||||
RingCentral Suit Against Bright Pattern, Inc. And Officers | |||||
Loss Contingencies [Line Items] | |||||
Number of defendants | defendent | 2 | ||||
Bright Pattern, Inc. Cross Complaint Against RingCentral | |||||
Loss Contingencies [Line Items] | |||||
Break up fee | $ 5,000,000 |
Stockholders_ Deficit and Con_2
Stockholders’ Deficit and Convertible Preferred Stock (Details) - USD ($) | 3 Months Ended | |||
Nov. 08, 2021 | Mar. 31, 2023 | Feb. 13, 2023 | Dec. 31, 2022 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Repurchase authorization | $ 175,000,000 | |||
Repurchased and retired shares (in shares) | 2,160,164 | |||
Repurchased and retired shares amount | $ 74,500,000 | |||
Remaining repurchase authorization amount | 100,500,000 | |||
Temporary equity, convertible senior notes | $ 199,449,000 | $ 199,449,000 | ||
Series A Convertible Preferred Stock | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares authorized (in shares) | 200,000 | |||
Pare value (in dollars per share) | $ 0.0001 | |||
Aggregate purchase price | $ 200,000,000 | |||
Conversion price (in dollars per share) | $ 269.22 | |||
Liquidation preference per share (in dollars per share) | 1,000 | |||
Shares issued (in shares) | 200,000 | 200,000 | ||
Shares outstanding (in shares) | 200,000 | 200,000 | ||
Temporary equity, convertible senior notes | $ 199,400,000 | $ 199,400,000 | ||
Class A common stock | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Stock par value (in dollars per share) | $ 0.0001 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share-Based Compensation Expense Recognized to Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 98,191 | $ 97,608 |
Cost of revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 8,734 | 9,047 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 23,205 | 23,198 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 36,735 | 39,877 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 29,517 | $ 25,486 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Share-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 98,191 | $ 97,608 |
Employee stock purchase plan rights | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 2,251 | 2,416 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 95,940 | $ 95,192 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options granted (in shares) | 0 | 0 |
Intrinsic value of options exercised | $ 0 | $ 11,500,000 |
Unamortized share-based compensation expense | $ 0 | |
2013 Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Available for future grants (in shares) | 7,008,378 | |
Unrecognized share-based compensation expense | $ 1,800,000 | |
Unrecognized share-based compensation expense, remaining weighted-average vesting periods | 1 month 6 days | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized share-based compensation expense, remaining weighted-average vesting periods | 2 years 9 months 18 days | |
Vesting period contractual term | 4 years | |
Unrecognized share-based compensation expense | $ 393,400,000 | |
2013 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Available for future grants (in shares) | 23,035,218 | |
Key Employee Equity Bonus Plan | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares issued (in shares) | 515,267 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Stock Option Activity Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Options Outstanding | ||
Beginning balance (in shares) | 22 | |
Exercised (in shares) | (9) | |
Canceled/forfeited (in shares) | 0 | |
Ending balance (in shares) | 13 | 22 |
Vested and expected to vest (in shares) | 13 | |
Exercisable (in shares) | 13 | |
Weighted- Average Exercise Price Per Share | ||
Beginning balance (in dollars per share) | $ 12.53 | |
Exercised (in dollars per share) | 9.90 | |
Canceled/forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | 14.42 | $ 12.53 |
Vested and expected to vest (in dollars per share) | 14.42 | |
Exercisable (in dollars per share) | $ 14.42 | |
Weighted- Average Contractual Term (in Years) | ||
Outstanding | 4 months 24 days | 6 months |
Vested and expected to vest | 4 months 24 days | |
Exercisable | 4 months 24 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 210 | $ 509 |
Vested and expected to vest | 210 | |
Exercisable | $ 210 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of RSUs Activity (Details) - Restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of RSUs Outstanding (in thousands) | ||
Beginning balance (in shares) | 5,100 | |
Granted (in shares) | 1,773 | |
Released (in shares) | (1,143) | |
Canceled/Forfeited (in shares) | (389) | |
Ending balance (in shares) | 5,341 | |
Weighted- Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 119.55 | |
Granted (in dollars per share) | 43.94 | |
Released (in dollars per share) | 80.33 | |
Canceled/Forfeited (in dollars per share) | 95.01 | |
Ending balance (in dollars per share) | $ 104.64 | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding, balance | $ 163,809 | $ 180,577 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 3,085 | $ 979 |
Current income tax expense | $ 1,100 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Computation of Company's Basic and Diluted Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | ||
Net loss | $ (54,399) | $ (150,972) |
Denominator | ||
Weighted-average common shares outstanding for basic net loss per share (in shares) | 95,720 | 94,574 |
Weighted-average common shares outstanding for diluted net loss per share (in shares) | 95,720 | 94,574 |
Basic net loss per share (in dollars per share) | $ (0.57) | $ (1.60) |
Diluted net loss per share (in dollars per share) | $ (0.57) | $ (1.60) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Potential Shares of Common Stock Excluded from Diluted Weighted-Average Common Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares excluded from diluted net loss per share (in shares) | 6,360 | 3,996 |
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) | 5,617 | 3,253 |
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 | 743 |
Restructuring Activities - Narr
Restructuring Activities - Narrative (Details) | 1 Months Ended |
Nov. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Percentage of full-time positions eliminated | 13% |
Restructuring Activities - Sche
Restructuring Activities - Schedule of Restructuring Costs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | $ 4,875 |
Cost of revenues | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 418 |
Research and development | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 1,434 |
Sales and marketing | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 2,599 |
General and administrative | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | $ 424 |
Restructuring Activities - Sc_2
Restructuring Activities - Schedule of Restructuring Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 5,485 |
Restructuring costs | 4,875 |
Cash payments | (7,100) |
Ending balance | $ 3,260 |