Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 25, 2021 | |
Class of Stock [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-37622 | |
Entity Registrant Name | Square, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 80-0429876 | |
Entity Address, Address Line One | 1455 Market Street | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
City Area Code | 415 | |
Local Phone Number | 375-3176 | |
Title of 12(b) Security | Class A common stock, $0.0000001 par value per share | |
Trading Symbol | SQ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001512673 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A | ||
Class of Stock [Line Items] | ||
Entity Common Stock, Shares Outstanding | 397,396,181 | |
Class B | ||
Class of Stock [Line Items] | ||
Entity Common Stock, Shares Outstanding | 62,301,770 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 4,581,234 | $ 3,158,058 |
Investments in short-term debt securities | 1,014,903 | 695,112 |
Settlements receivable | 1,155,757 | 1,024,895 |
Customer funds | 2,847,477 | 2,037,832 |
Loans held for sale | 807,402 | 462,665 |
Other current assets | 593,462 | 383,067 |
Total current assets | 11,000,235 | 7,761,629 |
Property and equipment, net | 260,883 | 233,520 |
Goodwill | 501,400 | 316,701 |
Acquired intangible assets, net | 262,196 | 137,612 |
Investments in long-term debt securities | 947,093 | 463,950 |
Operating lease right-of-use assets | 461,277 | 456,888 |
Other non-current assets | 382,604 | 499,250 |
Total assets | 13,815,688 | 9,869,550 |
Current liabilities: | ||
Customers payable | 3,993,164 | 3,009,051 |
Settlements payable | 257,008 | 239,362 |
Accrued expenses and other current liabilities | 515,813 | 360,850 |
Operating lease liabilities, current | 57,102 | 52,747 |
PPP Liquidity Facility advances | 823,683 | 464,094 |
Total current liabilities | 5,646,770 | 4,126,104 |
Long-term debt | 4,841,277 | 2,586,924 |
Operating lease liabilities, non-current | 404,571 | 389,662 |
Other non-current liabilities | 186,369 | 85,291 |
Total liabilities | 11,078,987 | 7,187,981 |
Commitments and contingencies (Note 18) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0000001 par value: 100,000,000 shares authorized at June 30, 2021 and December 31, 2020. None issued and outstanding at June 30, 2021 and December 31, 2020. | 0 | 0 |
Additional paid-in capital | 2,632,234 | 2,955,464 |
Accumulated other comprehensive income | 7,838 | 23,328 |
Retained earnings (accumulated deficit) | 48,780 | (297,223) |
Total stockholders’ equity attributable to common stockholders | 2,688,852 | 2,681,569 |
Noncontrolling interests | 47,849 | 0 |
Total stockholders’ equity | 2,736,701 | 2,681,569 |
Total liabilities and stockholders’ equity | 13,815,688 | 9,869,550 |
Class A | ||
Stockholders’ equity: | ||
Common stock | 0 | 0 |
Class B | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Preferred stock, par value (in USD per share) | $ 0.00 | $ 0.00 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A | ||
Class of Stock [Line Items] | ||
Common stock, par value (in USD per share) | $ 0.00 | $ 0.00 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 395,321,647 | 390,187,079 |
Common stock, shares outstanding (in shares) | 395,321,647 | 390,187,079 |
Class B | ||
Class of Stock [Line Items] | ||
Common stock, par value (in USD per share) | $ 0.00 | $ 0.00 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 62,501,770 | 65,997,697 |
Common stock, shares outstanding (in shares) | 62,501,770 | 65,997,697 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||||
Revenue | $ 4,680,672 | $ 1,923,625 | $ 9,737,942 | $ 3,304,734 |
Cost of revenue: | ||||
Total cost of revenue | 3,539,608 | 1,326,862 | 7,633,377 | 2,169,470 |
Gross profit | 1,141,064 | 596,763 | 2,104,565 | 1,135,264 |
Operating expenses: | ||||
Product development | 326,510 | 207,730 | 636,651 | 403,606 |
Sales and marketing | 375,101 | 238,096 | 724,561 | 432,631 |
General and administrative | 221,020 | 136,386 | 416,929 | 265,881 |
Transaction and loan losses | 48,173 | 37,603 | 68,568 | 146,486 |
Bitcoin impairment losses | 45,266 | 0 | 65,126 | 0 |
Total operating expenses | 1,016,070 | 619,815 | 1,911,835 | 1,248,604 |
Operating income (loss) | 124,994 | (23,052) | 192,730 | (113,340) |
Interest expense, net | 6,464 | 14,769 | 6,717 | 23,975 |
Other (income), net | (75,788) | (25,591) | (48,260) | (19,729) |
Income (loss) before income tax | 194,318 | (12,230) | 234,273 | (117,586) |
Benefit for income taxes | (9,360) | (752) | (8,413) | (217) |
Net income (loss) | 203,678 | (11,478) | 242,686 | (117,369) |
Net income (loss) attributable to noncontrolling interests | (343) | 0 | (343) | 0 |
Net income (loss) attributable to common stockholders | $ 204,021 | $ (11,478) | $ 243,029 | $ (117,369) |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in USD per share) | $ 0.45 | $ (0.03) | $ 0.53 | $ (0.27) |
Diluted (in USD per share) | $ 0.40 | $ (0.03) | $ 0.48 | $ (0.27) |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: | ||||
Basic (in shares) | 455,431 | 440,117 | 455,203 | 437,529 |
Diluted (in shares) | 522,578 | 440,117 | 519,713 | 437,529 |
Transaction-based revenue | ||||
Revenue: | ||||
Revenue | $ 1,227,472 | $ 682,572 | $ 2,187,205 | $ 1,440,673 |
Cost of revenue: | ||||
Cost of revenue | 684,839 | 389,136 | 1,211,618 | 855,602 |
Subscription and services-based revenue | ||||
Revenue: | ||||
Revenue | 631,402 | 328,763 | 1,156,467 | 584,646 |
Revenue | 685,178 | 346,275 | 1,242,859 | 642,510 |
Cost of revenue: | ||||
Cost of revenue | 123,725 | 51,365 | 214,098 | 93,273 |
Hardware revenue | ||||
Revenue: | ||||
Revenue | 43,726 | 19,322 | 72,514 | 39,997 |
Cost of revenue: | ||||
Cost of revenue | 61,403 | 28,320 | 101,885 | 63,128 |
Bitcoin revenue | ||||
Revenue: | ||||
Revenue | 2,724,296 | 875,456 | 6,235,364 | 1,181,554 |
Cost of revenue: | ||||
Cost of revenue | $ 2,669,641 | $ 858,041 | $ 6,105,776 | $ 1,157,467 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 203,678 | $ (11,478) | $ 242,686 | $ (117,369) |
Net foreign currency translation adjustments | (916) | 6,367 | (11,511) | (2,021) |
Net unrealized gain (loss) on marketable debt securities | (1,445) | 1,431 | (3,979) | 4,758 |
Total comprehensive income (loss) | $ 201,317 | $ (3,680) | $ 227,196 | $ (114,632) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 242,686 | $ (117,369) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 57,595 | 41,117 |
Non-cash interest and other | 11,324 | 32,769 |
Loss on extinguishment of long-term debt | 0 | 990 |
Share-based compensation | 264,988 | 173,713 |
Gain on revaluation of equity investment | (47,843) | (20,999) |
Bitcoin impairment losses | 65,126 | 0 |
Non-cash lease expense | 41,047 | 32,343 |
Transaction and loan losses | 68,568 | 146,486 |
Change in deferred income taxes | (473) | (1,024) |
Changes in operating assets and liabilities: | ||
Settlements receivable | (220,975) | (339,886) |
Customer funds | (757,987) | (953,387) |
Purchases and originations of loans | (1,664,016) | (1,466,391) |
Sales, principal payments, and forgiveness of loans | 1,284,077 | 1,041,208 |
Customers payable | 985,322 | 1,291,968 |
Settlements payable | 17,646 | 83,297 |
Other assets and liabilities | (49,273) | (96,668) |
Net cash provided by (used in) operating activities | 297,812 | (151,833) |
Cash flows from investing activities: | ||
Purchase of marketable debt securities | (1,482,486) | (724,862) |
Proceeds from maturities of marketable debt securities | 296,082 | 267,686 |
Proceeds from sale of marketable debt securities | 374,760 | 330,626 |
Purchase of marketable debt securities from customer funds | (387,463) | (265,287) |
Proceeds from maturities of marketable debt securities from customer funds | 334,200 | 142,000 |
Proceeds from sale of marketable debt securities from customer funds | 0 | 22,457 |
Purchase of property and equipment | (66,628) | (56,561) |
Purchase of bitcoin investments | (170,000) | 0 |
Purchase of other investments | (45,425) | 0 |
Proceeds from sale of equity investments | 378,225 | 0 |
Business combinations, net of cash acquired | (164,304) | (18,354) |
Net cash used in investing activities | (933,039) | (302,295) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible senior notes, net | 0 | 986,241 |
Purchase of convertible senior note hedges | 0 | (149,200) |
Proceeds from issuance of warrants | 0 | 99,500 |
Proceeds from issuance of senior unsecured notes, net | 1,971,828 | 0 |
Proceeds from PPP Liquidity Facility advances | 681,542 | 447,764 |
Repayments of PPP Liquidity Facility advances | (321,953) | 0 |
Payments for tax withholding related to vesting of restricted stock units | (292,225) | (93,654) |
Proceeds from the exercise of stock options and purchases under the employee stock purchase plan | 72,155 | 78,085 |
Other financing activities | 0 | (1,924) |
Net cash provided by financing activities | 2,111,347 | 1,366,812 |
Effect of foreign exchange rate on cash and cash equivalents | (7,092) | (5,182) |
Net increase in cash, cash equivalents, and restricted cash | 1,469,028 | 907,502 |
Cash, cash equivalents, and restricted cash, beginning of period | 3,201,863 | 1,098,706 |
Cash, cash equivalents, and restricted cash, end of period | $ 4,670,891 | $ 2,006,208 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Class A and B common stock | Additional paid-in capital | Additional paid-in capitalCumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive income (loss) | Retained earnings (Accumulated deficit) | Retained earnings (Accumulated deficit)Cumulative Effect, Period of Adoption, Adjustment | Noncontrolling interests |
Beginning balance (in shares) at Dec. 31, 2019 | 432,796,720 | ||||||||
Beginning balance at Dec. 31, 2019 | $ 1,715,050 | $ 0 | $ 2,223,749 | $ 1,629 | $ (510,328) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (105,891) | (105,891) | |||||||
Shares issued in connection with employee stock plans (in shares) | 5,222,525 | ||||||||
Shares issued in connection with employee stock plans | 31,406 | 31,406 | |||||||
Change in other comprehensive loss | (5,061) | (5,061) | |||||||
Share-based compensation | 79,562 | 79,562 | |||||||
Tax withholding related to vesting of restricted stock units (in shares) | (722,606) | ||||||||
Tax withholding related to vesting of restricted stock units | (48,772) | (48,772) | |||||||
Conversion feature of convertible senior notes, due 2025, net of allocated costs | 152,258 | 152,258 | |||||||
Purchase of bond hedges in conjunction with issuance of convertible senior notes, due 2025 | (149,200) | (149,200) | |||||||
Sale of warrants in conjunction with issuance of convertible senior notes, due 2025 | 99,500 | 99,500 | |||||||
Issuance of common stock in conjunction with the conversion of convertible notes (in shares) | 1,109,980 | ||||||||
Issuance of common stock in conjunction with the conversion of convertible notes | 24,094 | 24,094 | |||||||
Issuance of common stock in connection with business combination (in shares) | 357,017 | ||||||||
Issuance of common stock in connection with business combination | 14,999 | 14,999 | |||||||
Ending balance (in shares) at Mar. 31, 2020 | 438,763,636 | ||||||||
Ending balance at Mar. 31, 2020 | 1,807,945 | $ 0 | 2,427,596 | (3,432) | (616,219) | 0 | |||
Beginning balance (in shares) at Dec. 31, 2019 | 432,796,720 | ||||||||
Beginning balance at Dec. 31, 2019 | 1,715,050 | $ 0 | 2,223,749 | 1,629 | (510,328) | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (117,369) | ||||||||
Ending balance (in shares) at Jun. 30, 2020 | 442,389,351 | ||||||||
Ending balance at Jun. 30, 2020 | 1,926,307 | $ 0 | 2,549,638 | 4,366 | (627,697) | 0 | |||
Beginning balance (in shares) at Dec. 31, 2019 | 432,796,720 | ||||||||
Beginning balance at Dec. 31, 2019 | 1,715,050 | $ 0 | 2,223,749 | 1,629 | (510,328) | 0 | |||
Ending balance (in shares) at Dec. 31, 2020 | 456,184,776 | ||||||||
Ending balance at Dec. 31, 2020 | $ 2,681,569 | $ (399,734) | $ 0 | 2,955,464 | $ (502,708) | 23,328 | (297,223) | $ 102,974 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | ||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 438,763,636 | ||||||||
Beginning balance at Mar. 31, 2020 | $ 1,807,945 | $ 0 | 2,427,596 | (3,432) | (616,219) | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (11,478) | (11,478) | |||||||
Shares issued in connection with employee stock plans (in shares) | 4,802,969 | ||||||||
Shares issued in connection with employee stock plans | 46,679 | 46,679 | |||||||
Change in other comprehensive loss | 7,798 | 7,798 | |||||||
Share-based compensation | 99,925 | 99,925 | |||||||
Tax withholding related to vesting of restricted stock units (in shares) | (703,895) | ||||||||
Tax withholding related to vesting of restricted stock units | (44,882) | (44,882) | |||||||
Exercise of bond hedges in conjunction with the conversion of convertible notes (in shares) | (724,316) | ||||||||
Issuance of common stock in connection with business combination (in shares) | 250,957 | ||||||||
Issuance of common stock in connection with business combination | 20,320 | 20,320 | |||||||
Ending balance (in shares) at Jun. 30, 2020 | 442,389,351 | ||||||||
Ending balance at Jun. 30, 2020 | 1,926,307 | $ 0 | 2,549,638 | 4,366 | (627,697) | 0 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 456,184,776 | ||||||||
Beginning balance at Dec. 31, 2020 | 2,681,569 | (399,734) | $ 0 | 2,955,464 | (502,708) | 23,328 | (297,223) | 102,974 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 39,008 | 39,008 | |||||||
Shares issued in connection with employee stock plans (in shares) | 4,311,094 | ||||||||
Shares issued in connection with employee stock plans | 32,891 | 32,891 | |||||||
Change in other comprehensive loss | (13,129) | (13,129) | |||||||
Share-based compensation | 121,965 | 121,965 | |||||||
Tax withholding related to vesting of restricted stock units (in shares) | (669,076) | ||||||||
Tax withholding related to vesting of restricted stock units | (152,013) | (152,013) | |||||||
Issuance of common stock in conjunction with the conversion of convertible notes (in shares) | 166,967 | ||||||||
Issuance of common stock in conjunction with the conversion of convertible notes | 3,816 | 3,816 | |||||||
Exercise of bond hedges in conjunction with the conversion of convertible notes (in shares) | (5,325,320) | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 454,668,441 | ||||||||
Ending balance at Mar. 31, 2021 | 2,314,373 | $ 0 | 2,459,415 | 10,199 | (155,241) | 0 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 456,184,776 | ||||||||
Beginning balance at Dec. 31, 2020 | 2,681,569 | $ (399,734) | $ 0 | 2,955,464 | $ (502,708) | 23,328 | (297,223) | $ 102,974 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 242,686 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 457,823,417 | ||||||||
Ending balance at Jun. 30, 2021 | 2,736,701 | $ 0 | 2,632,234 | 7,838 | 48,780 | 47,849 | |||
Beginning balance (in shares) at Mar. 31, 2021 | 454,668,441 | ||||||||
Beginning balance at Mar. 31, 2021 | 2,314,373 | $ 0 | 2,459,415 | 10,199 | (155,241) | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 203,678 | 204,021 | (343) | ||||||
Shares issued in connection with employee stock plans (in shares) | 2,410,350 | ||||||||
Shares issued in connection with employee stock plans | 39,526 | 39,526 | |||||||
Change in other comprehensive loss | (2,361) | (2,361) | |||||||
Share-based compensation | 150,367 | 150,367 | |||||||
Tax withholding related to vesting of restricted stock units (in shares) | (602,961) | ||||||||
Tax withholding related to vesting of restricted stock units | (140,212) | (140,212) | |||||||
Issuance of common stock in conjunction with the conversion of convertible notes (in shares) | 1,456,748 | ||||||||
Issuance of common stock in conjunction with the conversion of convertible notes | 113,067 | 113,067 | |||||||
Exercise of bond hedges in conjunction with the conversion of convertible notes (in shares) | (150,299) | ||||||||
Issuance of common stock in connection with business combination (in shares) | 41,138 | ||||||||
Issuance of common stock in connection with business combination | 10,071 | 10,071 | |||||||
Noncontrolling interests in connection with business combination | 48,192 | 48,192 | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 457,823,417 | ||||||||
Ending balance at Jun. 30, 2021 | $ 2,736,701 | $ 0 | $ 2,632,234 | $ 7,838 | $ 48,780 | $ 47,849 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Square, Inc. (together with its subsidiaries, "Square" or the "Company") creates tools that empower businesses, sellers and individuals to participate in the economy. Square enables sellers to accept card payments and also provides reporting and analytics, and next-day settlement. Square’s point-of-sale software and other business services help sellers manage inventory, locations, and employees; access financing; engage buyers; build a website or online store; and grow sales. Cash App is an easy way for people to store, send, receive, spend, and invest money. On March 1, 2021, Square Financial Services, Inc. ("Square Financial Services"), a wholly-owned subsidiary of the Company, began its banking operations after its industrial loan company charter was approved by the Federal Deposit Insurance Corporation ("FDIC") and the State of Utah. On April 30, 2021, the Company completed the acquisition of a majority ownership interest in TIDAL, a global music and entertainment platform that brings fans and artists together through unique music, content, and experiences. Square was founded in 2009 and is headquartered in San Francisco, with offices in the United States, Canada, Japan, Australia, Ireland, the United Kingdom, Spain, Lithuania, and Norway. Basis of Presentation The accompanying interim condensed consolidated financial statements of the Company are unaudited. These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and the applicable rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2020 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to state fairly the Company's consolidated financial position, results of operations, comprehensive income (loss), and cash flows for the interim periods. The condensed consolidated financial statements include the financial statements of Square and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Minority interests are recorded as a noncontrolling interest, which is reported as a component of stockholders' equity on the condensed consolidated balance sheets. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or for any other future annual or interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be materially affected. The Company bases its estimates on current and past experience, to the extent that historical experience is predictive of future performance and other assumptions that the Company believes are reasonable under the circumstances. The Company evaluates these estimates on an ongoing basis. Estimates, judgments, and assumptions in these condensed consolidated financial statements include, but are not limited to, those related to revenue recognition, accrued transaction losses, contingencies, valuation of the debt component of convertible senior notes, valuation of loans held for sale including loans under the Paycheck Protection Program ("PPP"), the allowance for loan loss reserves for loans held for investment, valuation of goodwill and acquired intangible assets, deferred revenue, determination of income and other taxes, operating and financing lease right-of-use assets and related liabilities, assessing the likelihood of adverse outcomes from claims and disputes, and share-based compensation. The Company, its employees, and its customers operate in geographic locations in which its business operations and financial performance continues to be impacted by the COVID-19 pandemic. The Company continued to experience improvements in its business as the majority of U.S. markets transitioned to varying states of economic recovery and reopenings. However, the emergence of new and more transmissible variants of COVID-19 could lead to a possible resurgence of the virus, particularly in populations with low vaccination rates, and has resulted in new restrictions in certain geographies and among certain businesses. The Company will continue to monitor the carrying values of its assets or liabilities based on estimates, judgments and circumstances it is aware of and consider the effects and trends of COVID-19. The Company's estimates of accrued transaction losses and valuation of loans held for sale are based on historical experience, adjusted for market data relevant to the current economic environment including COVID-19 trends. The Company will continue to update its estimates as developments occur and additional information is obtained. See Note 11, Other Consolidated Balance Sheet Components (Current) , for further details on transaction losses and Note 5, Fair Value of Financial Instruments , for further details on amortized cost over fair value of the loans. Concentration of Credit Risk For the three and six months ended June 30, 2021 and June 30, 2020, the Company had no customer that accounted for greater than 10% of total net revenue. The Company had two third-party payment processors that represented approximately 49% and 36% of settlements receivable as of June 30, 2021. As of December 31, 2020, there were two parties that represented approximately 59% and 27% of settlements receivable. All other third-party processors were insignificant. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable debt securities, settlements receivable, customer funds, reverse repurchase agreements, loans held for sale, and loans held for investment. The associated risk of concentration for cash and cash equivalents and restricted cash is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed federal deposit insurance limits. The associated risk of concentration for marketable debt securities is mitigated by holding a diversified portfolio of highly rated investments. Settlements receivable are amounts due from well-established payment processing companies and normally take one two Sales and Marketing Expenses Advertising costs are expensed as incurred and included in sales and marketing expense in the condensed consolidated statements of operations. Total advertising costs were $87.4 million and $173.3 million for the three and six months ended June 30, 2021, respectively, compared to $34.0 million and $70.1 million for the three and six months ended June 30, 2020, respectively. In addition, services, incentives, and other costs to customers that are not directly related to a revenue generating transaction are recorded as sales and marketing expenses, as the Company considers these to be marketing costs to encourage the usage of Cash App. These expenses, which include, but are not limited to, Cash App peer-to-peer processing costs and related transaction losses, card issuance costs, customer referral bonuses, and promotional giveaways, were $189.0 million and $372.7 million, for the three and six months ended June 30, 2021, respectively, compared to $149.9 million and $256.7 million for the three and six months ended June 30, 2020, respectively. Recent Accounting Pronouncements Recently adopted accounting pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company early adopted the new guidance on January 1, 2021 using the modified retrospective approach and recorded a cumulative effect upon adoption of $103.0 million as a reduction to accumulated deficit and a reduction to other paid in capital of $502.7 million related to amounts attributable to conversion options that had previously been recorded in equity. Additionally, the Company recorded an increase to its convertible notes balance by an aggregate amount of $399.7 million as a result of the reversal of the separation of the convertible debt between debt and equity. The adoption of this standard also significantly decreased the amount of non-cash interest expense to be recognized in future periods as a result of eliminating the discount associated with the equity component. There was no impact to the Company’s statements of cash flows as the result of the adoption of ASU No. 2020-06. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements ("Codification") . The update provides incremental improvements on various topics in the Codification to provide clarification, correct errors in, and to provide simplification on a variety of topics. Among other items, the guidance includes presentation disclosures for the amount of income tax expense or benefit related to other comprehensive income. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this guidance effective January 1, 2021 and has applied the guidance prospectively. The adoption of this guidance did not have a material impact on the Company’s financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The following table presents the Company's revenue disaggregated by revenue source (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenue from Contracts with Customers: Transaction-based revenue $ 1,227,472 $ 682,572 $ 2,187,205 $ 1,440,673 Subscription and services-based revenue 631,402 328,763 1,156,467 584,646 Hardware revenue 43,726 19,322 72,514 39,997 Bitcoin revenue 2,724,296 875,456 6,235,364 1,181,554 Revenue from other sources: Subscription and services-based revenue 53,776 17,512 86,392 57,864 Total net revenue $ 4,680,672 $ 1,923,625 $ 9,737,942 $ 3,304,734 The deferred revenue balances were as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Deferred revenue, beginning of the period $ 54,726 $ 47,046 $ 51,804 $ 44,331 Deferred revenue, end of the period 59,501 51,549 59,501 51,549 Deferred revenue arising from business combination 5,380 — 5,380 — Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period $ 20,778 $ 16,288 $ 31,743 $ 26,483 |
INVESTMENTS IN DEBT SECURITIES
INVESTMENTS IN DEBT SECURITIES | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS IN DEBT SECURITIES | INVESTMENTS IN DEBT SECURITIES The Company's short-term and long-term investments as of June 30, 2021 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 80,250 $ 244 $ (3) $ 80,491 Corporate bonds 287,231 497 (91) 287,637 Commercial paper 153,926 1 — 153,927 Municipal securities 12,565 11 — 12,576 U.S. government securities 424,955 251 (19) 425,187 Foreign government securities 55,080 57 (52) 55,085 Total $ 1,014,007 $ 1,061 $ (165) $ 1,014,903 Long-term debt securities: U.S. agency securities $ 152,423 $ 203 $ (92) $ 152,534 Corporate bonds 475,462 519 (781) 475,200 Municipal securities 16,890 18 (13) 16,895 U.S. government securities 276,984 226 (293) 276,917 Foreign government securities 25,450 101 (4) 25,547 Total $ 947,209 $ 1,067 $ (1,183) $ 947,093 The Company's short-term and long-term investments as of December 31, 2020 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 153,386 $ 782 $ (164) $ 154,004 Corporate bonds 76,957 256 (14) 77,199 Commercial paper 4,999 — — 4,999 Municipal securities 10,377 57 (3) 10,431 U.S. government securities 404,194 1,244 (4) 405,434 Foreign government securities 42,988 139 (82) 43,045 Total $ 692,901 $ 2,478 $ (267) $ 695,112 Long-term debt securities: U.S. agency securities $ 168,762 $ 519 $ (3) $ 169,278 Corporate bonds 174,655 1,401 (42) 176,014 Municipal securities 1,045 15 — 1,060 U.S. government securities 91,642 433 (2) 92,073 Foreign government securities 25,351 184 (10) 25,525 Total $ 461,455 $ 2,552 $ (57) $ 463,950 The amortized cost of investments classified as cash equivalents approximated the fair value due to the short-term nature of the investments. The Company's gross unrealized losses and fair values for those investments that were in an unrealized loss position as of June 30, 2021 and December 31, 2020, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows (in thousands): June 30, 2021 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 17,296 $ (3) $ — $ — $ 17,296 $ (3) Corporate bonds 171,862 (82) 1,536 (9) 173,398 (91) U.S. government securities 185,890 (19) — — 185,890 (19) Foreign government securities 32,613 (52) — — 32,613 (52) Total $ 407,661 $ (156) $ 1,536 $ (9) $ 409,197 $ (165) Long-term debt securities: U.S. agency securities $ 91,041 $ (92) $ — $ — $ 91,041 $ (92) Corporate bonds 344,305 (781) — — 344,305 (781) Municipal securities 12,499 (13) — — 12,499 (13) U.S. government securities 245,982 (293) — — 245,982 (293) Foreign government securities 13,262 (4) — — 13,262 (4) Total $ 707,089 $ (1,183) $ — $ — $ 707,089 $ (1,183) December 31, 2020 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 41,711 $ (162) $ 2,505 $ (2) $ 44,216 $ (164) Corporate bonds 15,255 (14) — — 15,255 (14) Municipal securities 2,566 (3) — — 2,566 (3) U.S. government securities 45,970 (4) — — 45,970 (4) Foreign government securities 21,341 (82) — — 21,341 (82) Total $ 126,843 $ (265) $ 2,505 $ (2) $ 129,348 $ (267) Long-term debt securities: U.S. agency securities $ 1,406 $ (3) $ — $ — $ 1,406 $ (3) Corporate bonds 28,189 (42) — — 28,189 (42) U.S. government securities 8,658 (2) — — 8,658 (2) Foreign government securities 10,929 (10) — — 10,929 (10) Total $ 49,182 $ (57) $ — $ — $ 49,182 $ (57) The U.S. government and U.S. agency securities are either explicitly or implicitly guaranteed by the U.S. government and are highly rated by major rating agencies. The corporate bonds are issued by highly rated entities. The foreign government securities are issued by highly rated international entities. The Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of their amortized cost bases, which may be at maturity. The Company determines any realized gains or losses on the sale of marketable debt securities on a specific identification method, and records such gains and losses as a component of other expense, net. The Company does not have any available for sale debt securities for which the Company has recorded credit related losses. The contractual maturities of the Company's short-term and long-term investments as of June 30, 2021 are as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 1,014,007 $ 1,014,903 Due in one to five years 947,209 947,093 Total $ 1,961,216 $ 1,961,996 The following table presents the assets underlying customer funds (in thousands): June 30, 2021 December 31, 2020 Cash $ 113,223 $ 145,577 Customer funds in transit — 262,562 Cash Equivalents: Money market funds 1,550,445 777,193 Reverse repurchase agreement (i) 654,928 246,880 U.S. agency securities 5,700 47,300 U.S. government securities 24,999 111,796 Short-term debt securities: U.S. agency securities 80,086 113,178 U.S. government securities 418,096 333,346 Total $ 2,847,477 $ 2,037,832 (i) The Company has accounted for the reverse repurchase agreement with a third party as an overnight lending arrangement, collateralized by the securities subject to the repurchase agreement. The Company classifies the amounts due from the counterparty as cash equivalents due to the short-term nature. The Company's investments within customer funds as of June 30, 2021 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 80,092 $ 1 $ (7) $ 80,086 U.S. government securities 418,119 17 (40) 418,096 Total $ 498,211 $ 18 $ (47) $ 498,182 The Company's investments within customer funds as of December 31, 2020 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 113,156 $ 22 $ — $ 113,178 U.S. government securities 333,323 28 (5) 333,346 Total $ 446,479 $ 50 $ (5) $ 446,524 The amortized cost of investments classified as cash equivalents approximated the fair value due to the short-term nature of the investments. The gross unrealized losses and fair values for those investments that were in an unrealized loss position as of June 30, 2021 and December 31, 2020, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows (in thousands): June 30, 2021 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 30,091 $ (7) $ — $ — $ 30,091 $ (7) U.S. government securities 220,980 (40) — — 220,980 (40) Total $ 251,071 $ (47) $ — $ — $ 251,071 $ (47) December 31, 2020 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. government securities $ 73,609 $ (5) $ — $ — $ 73,609 $ (5) Total $ 73,609 $ (5) $ — $ — $ 73,609 $ (5) The unrealized losses above were caused by interest rate changes. The U.S. government securities are either explicitly or implicitly guaranteed by the U.S. government and are highly rated by major rating agencies. The Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of their amortized cost bases, which may be at maturity. The Company determines any realized gains or losses on the sale of marketable debt securities on a specific identification method, and records such gains and losses as a component of other expense, net. The Company does not have any available for sale debt securities for which the Company has recorded credit related losses. The contractual maturities of the Company's investments within customer funds as of June 30, 2021 are as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 498,211 $ 498,182 Due in one to five years — — Total $ 498,211 $ 498,182 |
CUSTOMER FUNDS
CUSTOMER FUNDS | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
CUSTOMER FUNDS | INVESTMENTS IN DEBT SECURITIES The Company's short-term and long-term investments as of June 30, 2021 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 80,250 $ 244 $ (3) $ 80,491 Corporate bonds 287,231 497 (91) 287,637 Commercial paper 153,926 1 — 153,927 Municipal securities 12,565 11 — 12,576 U.S. government securities 424,955 251 (19) 425,187 Foreign government securities 55,080 57 (52) 55,085 Total $ 1,014,007 $ 1,061 $ (165) $ 1,014,903 Long-term debt securities: U.S. agency securities $ 152,423 $ 203 $ (92) $ 152,534 Corporate bonds 475,462 519 (781) 475,200 Municipal securities 16,890 18 (13) 16,895 U.S. government securities 276,984 226 (293) 276,917 Foreign government securities 25,450 101 (4) 25,547 Total $ 947,209 $ 1,067 $ (1,183) $ 947,093 The Company's short-term and long-term investments as of December 31, 2020 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 153,386 $ 782 $ (164) $ 154,004 Corporate bonds 76,957 256 (14) 77,199 Commercial paper 4,999 — — 4,999 Municipal securities 10,377 57 (3) 10,431 U.S. government securities 404,194 1,244 (4) 405,434 Foreign government securities 42,988 139 (82) 43,045 Total $ 692,901 $ 2,478 $ (267) $ 695,112 Long-term debt securities: U.S. agency securities $ 168,762 $ 519 $ (3) $ 169,278 Corporate bonds 174,655 1,401 (42) 176,014 Municipal securities 1,045 15 — 1,060 U.S. government securities 91,642 433 (2) 92,073 Foreign government securities 25,351 184 (10) 25,525 Total $ 461,455 $ 2,552 $ (57) $ 463,950 The amortized cost of investments classified as cash equivalents approximated the fair value due to the short-term nature of the investments. The Company's gross unrealized losses and fair values for those investments that were in an unrealized loss position as of June 30, 2021 and December 31, 2020, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows (in thousands): June 30, 2021 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 17,296 $ (3) $ — $ — $ 17,296 $ (3) Corporate bonds 171,862 (82) 1,536 (9) 173,398 (91) U.S. government securities 185,890 (19) — — 185,890 (19) Foreign government securities 32,613 (52) — — 32,613 (52) Total $ 407,661 $ (156) $ 1,536 $ (9) $ 409,197 $ (165) Long-term debt securities: U.S. agency securities $ 91,041 $ (92) $ — $ — $ 91,041 $ (92) Corporate bonds 344,305 (781) — — 344,305 (781) Municipal securities 12,499 (13) — — 12,499 (13) U.S. government securities 245,982 (293) — — 245,982 (293) Foreign government securities 13,262 (4) — — 13,262 (4) Total $ 707,089 $ (1,183) $ — $ — $ 707,089 $ (1,183) December 31, 2020 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 41,711 $ (162) $ 2,505 $ (2) $ 44,216 $ (164) Corporate bonds 15,255 (14) — — 15,255 (14) Municipal securities 2,566 (3) — — 2,566 (3) U.S. government securities 45,970 (4) — — 45,970 (4) Foreign government securities 21,341 (82) — — 21,341 (82) Total $ 126,843 $ (265) $ 2,505 $ (2) $ 129,348 $ (267) Long-term debt securities: U.S. agency securities $ 1,406 $ (3) $ — $ — $ 1,406 $ (3) Corporate bonds 28,189 (42) — — 28,189 (42) U.S. government securities 8,658 (2) — — 8,658 (2) Foreign government securities 10,929 (10) — — 10,929 (10) Total $ 49,182 $ (57) $ — $ — $ 49,182 $ (57) The U.S. government and U.S. agency securities are either explicitly or implicitly guaranteed by the U.S. government and are highly rated by major rating agencies. The corporate bonds are issued by highly rated entities. The foreign government securities are issued by highly rated international entities. The Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of their amortized cost bases, which may be at maturity. The Company determines any realized gains or losses on the sale of marketable debt securities on a specific identification method, and records such gains and losses as a component of other expense, net. The Company does not have any available for sale debt securities for which the Company has recorded credit related losses. The contractual maturities of the Company's short-term and long-term investments as of June 30, 2021 are as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 1,014,007 $ 1,014,903 Due in one to five years 947,209 947,093 Total $ 1,961,216 $ 1,961,996 The following table presents the assets underlying customer funds (in thousands): June 30, 2021 December 31, 2020 Cash $ 113,223 $ 145,577 Customer funds in transit — 262,562 Cash Equivalents: Money market funds 1,550,445 777,193 Reverse repurchase agreement (i) 654,928 246,880 U.S. agency securities 5,700 47,300 U.S. government securities 24,999 111,796 Short-term debt securities: U.S. agency securities 80,086 113,178 U.S. government securities 418,096 333,346 Total $ 2,847,477 $ 2,037,832 (i) The Company has accounted for the reverse repurchase agreement with a third party as an overnight lending arrangement, collateralized by the securities subject to the repurchase agreement. The Company classifies the amounts due from the counterparty as cash equivalents due to the short-term nature. The Company's investments within customer funds as of June 30, 2021 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 80,092 $ 1 $ (7) $ 80,086 U.S. government securities 418,119 17 (40) 418,096 Total $ 498,211 $ 18 $ (47) $ 498,182 The Company's investments within customer funds as of December 31, 2020 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 113,156 $ 22 $ — $ 113,178 U.S. government securities 333,323 28 (5) 333,346 Total $ 446,479 $ 50 $ (5) $ 446,524 The amortized cost of investments classified as cash equivalents approximated the fair value due to the short-term nature of the investments. The gross unrealized losses and fair values for those investments that were in an unrealized loss position as of June 30, 2021 and December 31, 2020, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows (in thousands): June 30, 2021 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 30,091 $ (7) $ — $ — $ 30,091 $ (7) U.S. government securities 220,980 (40) — — 220,980 (40) Total $ 251,071 $ (47) $ — $ — $ 251,071 $ (47) December 31, 2020 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. government securities $ 73,609 $ (5) $ — $ — $ 73,609 $ (5) Total $ 73,609 $ (5) $ — $ — $ 73,609 $ (5) The unrealized losses above were caused by interest rate changes. The U.S. government securities are either explicitly or implicitly guaranteed by the U.S. government and are highly rated by major rating agencies. The Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of their amortized cost bases, which may be at maturity. The Company determines any realized gains or losses on the sale of marketable debt securities on a specific identification method, and records such gains and losses as a component of other expense, net. The Company does not have any available for sale debt securities for which the Company has recorded credit related losses. The contractual maturities of the Company's investments within customer funds as of June 30, 2021 are as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 498,211 $ 498,182 Due in one to five years — — Total $ 498,211 $ 498,182 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTSThe Company measures its cash equivalents, customer funds, short-term and long-term marketable debt securities, and marketable equity investment at fair value. The Company classifies these investments within Level 1 or Level 2 of the fair value hierarchy because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are classified as follows (in thousands): June 30, 2021 December 31, 2020 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash Equivalents: Money market funds $ 2,473,688 $ — $ — $ 1,694,736 $ — $ — U.S. agency securities — — — — 41,186 — Commercial paper — 56,491 — — — — Corporate bonds — 1,409 — — — — U.S. government securities 32,999 — — 15,000 — — Customer funds: Money market funds 1,550,445 — — 777,193 — — Reverse repurchase agreement 654,928 — — 246,880 — — U.S. agency securities — 85,786 — — 160,478 — U.S. government securities 443,095 — — 445,142 — — Short-term debt securities: U.S. agency securities — 80,491 — — 154,004 — Corporate bonds — 287,637 — — 77,199 — Commercial paper — 153,927 — — 4,999 — Municipal securities — 12,576 — — 10,431 — U.S. government securities 425,187 — — 405,434 — — Foreign government securities — 55,085 — — 43,045 — Long-term debt securities: U.S. agency securities — 152,534 — — 169,278 — Corporate bonds — 475,200 — — 176,014 — Municipal securities — 16,895 — — 1,060 — U.S. government securities 276,917 — — 92,073 — — Foreign government securities — 25,547 — — 25,525 — Other: Investment in marketable equity security — — — 376,258 — — Total $ 5,857,259 $ 1,403,578 $ — $ 4,052,716 $ 863,219 $ — The carrying amounts of certain financial instruments, including settlements receivable, loans held for investment, accounts payable, customers payable, accrued expenses and settlements payable, approximate their fair values due to their short-term nature. The Company estimates the fair value of its convertible senior notes based on their last actively traded prices (Level 1) or market observable inputs (Level 2). The estimated fair value and carrying value of the convertible senior notes were as follows (in thousands): June 30, 2021 December 31, 2020 Carrying Value Fair Value (Level 2) Carrying Value Fair Value (Level 2) 2031 Senior Notes $ 986,069 $ 1,009,930 $ — $ — 2026 Senior Notes 986,224 1,017,950 — — 2027 Convertible Notes 566,540 671,157 458,496 644,000 2026 Convertible Notes 566,769 649,290 482,204 638,250 2025 Convertible Notes 988,835 2,072,100 858,332 1,912,440 2023 Convertible Notes 746,837 2,371,017 780,046 2,417,820 2022 Convertible Notes 4,681 49,857 7,846 80,731 Total $ 4,845,955 $ 7,841,301 $ 2,586,924 $ 5,693,241 The estimated fair value and carrying value of loans held for sale is as follows (in thousands): June 30, 2021 December 31, 2020 Carrying Value Fair Value (Level 3) Carrying Value Fair Value (Level 3) Loans held for sale $ 807,402 $ 912,254 $ 462,665 $ 467,805 As of June 30, 2021, $690.7 million of the carrying value of loans held for sale was attributable to loans under the PPP. As the loans under the PPP qualify for forgiveness if certain criteria are met or are guaranteed by the U.S. government through the Small Business Administration ("SBA"), the related credit losses as of June 30, 2021 were immaterial. As of June 30, 2021, $336.6 million in PPP loans held for sale have been forgiven by the SBA, of which $134.9 million and $290.3 million have been forgiven in the three and six months ended June 30, 2021, respectively. The loan forgiveness resulted in the recognition of $14.9 million and $24.3 million revenue associated with the forgiveness of the PPP loans for the three and six months ended June 30, 2021, respectively. The Company approved and funded the last of its remaining PPP applications upon exhaustion of the funds in the program on May 21, 2021. For the three and six months ended June 30, 2021, the Company recorded a charge for the excess of amortized cost over fair value of the loans of $0.7 million and $1.6 million, respectively. For the three and six months ended June 30, 2020, the Company recorded a charge for the excess of amortized cost over fair value of the loans of $0.5 million and $22.5 million, respectively. To determine the fair value of the loans held for sale, the Company utilizes industry-standard valuation modeling, such as discounted cash flow models, taking into account the estimated timing and amounts of periodic repayments. In estimating the expected timing and amounts of the future periodic repayments for the loans outstanding as of June 30, 2021, the Company considered other relevant market data in developing such estimates and assumptions, including the continuing impact of the COVID-19 pandemic. With respect to PPP loans, the Company also considers the impact of government guarantees and loan forgiveness on the timing and amounts of future cash flows. As of June 30, 2021, there were no material changes to our estimates, and the Company will continue to evaluate facts and circumstances that could impact our estimates and affect our results of operations in future periods. If applicable, the Company will recognize transfers into and out of levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the three and six months ended June 30, 2021 and 2020, the Company did not have any transfers in or out of Level 1, Level 2, or Level 3 assets or liabilities. |
LOANS HELD FOR INVESTMENT
LOANS HELD FOR INVESTMENT | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
LOANS HELD FOR INVESTMENT | LOANS HELD FOR INVESTMENT In April 2021, the Company began originating loans in the U.S. through its wholly-owned subsidiary bank, Square Financial Services. The Company sells the majority of the loans to institutional investors with a portion retained on its balance sheet. Loans retained by the Company are classified as held for investment as the Company has both the intent and ability to hold them for the foreseeable future, or until maturity or payoff. The Company’s intent and ability in the future may change based on changes in business strategies, the economic environment, and market conditions. As of June 30, 2021, the Company held $33.1 million as loans held for investment, net within other current assets on the condensed consolidated balance sheet, see Note 11, Other Consolidated Balance Sheet Components . Loans held for investment are recorded at amortized cost, less an allowance for potential uncollectible amounts. Amortized cost basis represents principal amounts outstanding, net of unearned income, unamortized deferred fees and costs on originated loans, premiums or discounts on purchased loans and charge-offs. The Company calculates an allowance for losses on the loans held for investment portfolio in accordance with ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The guidance requires an entity to assess impairment of its financial instruments based on the entity's current estimates of expected credit losses over the contractual term of its loans held for investment portfolio as of each balance sheet date. The Company determines the allowance for loan losses using both quantitative and qualitative methods and considers all available information relevant to assessing collectability. This includes but is not limited to: historical loss and recovery experience, recent and historical trends in delinquencies, past-due loans and charge-offs, borrower behavior and repayment speed, underwriting and collection management changes, changes in the legal and regulatory environment, changes in risk and underwriting standards, current and historical macroeconomic conditions such as changes in unemployment and GDP, and various other factors that may affect the sellers’ ability to make future payments. There were no charge-offs or recoveries recorded as of June 30, 2021. The allowance for loan losses as of June 30, 2021 was immaterial. The Company considers loans that are greater than 60 days past due to be delinquent, and loans 90 days or more past due to be nonperforming. When a loan is identified as nonperforming, recognition of income is discontinued. Loans are restored to performing status after total overdue unpaid amounts are repaid and the Company has reasonable assurance that performance under the terms of the loan will continue. As of June 30, 2021, the Company had no loans that were identified as nonperforming loans. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET The following is a summary of property and equipment, less accumulated depreciation and amortization (in thousands): June 30, 2021 December 31, 2020 Leasehold improvements $ 192,619 $ 168,125 Computer equipment 156,205 139,174 Capitalized software 139,033 119,452 Office furniture and equipment 39,531 34,890 Total 527,388 461,641 Less: Accumulated depreciation and amortization (266,505) (228,121) Property and equipment, net $ 260,883 $ 233,520 |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS The purchase consideration was comprised of $227.2 million in cash and 41,138 shares of the Company’s Class A common stock with an aggregate fair value of $10.1 million based on the closing price of the Company’s Class A common stock on the acquisition date. The purchase consideration is subject to adjustments for the final determination of the closing working capital. Third-party acquisition-related costs were immaterial. The results of TIDAL’s operations have been included in the condensed consolidated financial statements since the closing date. The acquisition was accounted for as a business combination. This method requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date and that the difference between the fair value of the consideration paid for the acquired entity and the fair value of the net assets acquired be recorded as goodwill, which is not amortized but is tested at least annually for impairment. The table below summarizes the consideration paid for TIDAL and the preliminary assessment of the fair value of the assets acquired and liabilities assumed at the closing date (in thousands, except share data).The Company is in the process of completing the determination of the fair values of certain tangible and intangible assets acquired, liabilities assumed and noncontrolling interests, including reviewing third party valuations, and accordingly, the preliminary values reflected in the table are subject to change. These changes will primarily relate to the fair value assigned to intangible assets acquired, royalty liabilities assumed, and evaluation of contingencies and tax effects related to the acquisition. Consideration: Cash $ 176,663 Deferred consideration 50,528 Stock (41,138 shares of Class A common stock) 10,071 $ 237,262 Recognized amounts of identifiable assets acquired and liabilities assumed: Current assets (inclusive of cash acquired of $12,358) $ 33,294 Intangible customer assets 69,000 Intangible technology assets 29,000 Intangible trade name 35,000 Intangible other assets 8,000 Other non-current assets 33,747 Accrued expenses and other current liabilities (67,789) Other non-current liabilities (39,625) Total identifiable net assets acquired 100,627 Noncontrolling interests (48,192) Goodwill 184,827 Total $ 237,262 Goodwill from the acquisition was primarily attributable to the value of expected synergies created by incorporating TIDAL solutions into the Company's technology platform and the value of the assembled workforce. An estimated amount of approximately $88.5 million of the goodwill generated from the TIDAL acquisition and approximately $111 million of the acquired intangible assets are expected to be deductible for US tax purposes based on the preliminary values. Additionally the acquisition would have resulted in the recognition of US deferred tax assets; however, the realization of such deferred tax assets depends primarily on the Company's post-acquisition ability to generate taxable income in future periods of which there is not sufficient evidence of such income as of June 30, 2021. Accordingly, a valuation allowance was recorded against the net acquired deferred tax asset in accounting for the acquisition. Deferred consideration in the aggregate amount of $50.5 million relates to pre-acquisition contingencies, and include the portion of purchase consideration withheld, for a period of up to 4 years, as security for indemnification obligations that TIDAL has provided related to general representations and warranties, in addition to certain potential exposures. The Company recognized certain liabilities for acquired pre-existing potential exposures, and an indemnification receivable in the amount of $24.5 million has been recorded related to such exposures in accordance with the terms of the indemnification agreement. Such amounts may change depending on the outcomes associated with the exposures, including the determination of claims that would be attributed to pre-acquisition matters. The amounts have been determined in accordance with ASC 740, Income Taxes , and ASC 450, Contingencies . In addition to the deferred consideration, an additional amount of $30.5 million in purchase consideration has been withheld related to defined post-acquisition activities. Because these amounts relate to post-acquisition activities, in accordance with ASC 805, Business Combinations , such amounts will be recognized as expenses in future periods, as incurred. The acquisition of TIDAL did not have a material impact on the Company's condensed consolidated financial statements. Accordingly, pro forma financial information has not been presented. |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets acquired. The change in carrying value of goodwill in the period was as follows (in thousands): Balance at December 31, 2020 $ 316,701 Acquisitions 184,827 Other (128) Balance at June 30, 2021 $ 501,400 The Company performs an annual goodwill impairment test on December 31 and more frequently if events and circumstances indicate that the asset might be impaired. The Company has two operating and reportable segments, which are Seller and Cash App (defined further in Note 19, Segment and Geographical Information ). The change in carrying value of goodwill allocated to the reportable segments in the period was as follows (in thousands): Cash App Seller Corporate and Other Total Balance at December 31, 2020 $ 128,838 $ 187,863 $ — $ 316,701 Acquisitions — — 184,827 184,827 Other (128) — — (128) Balance at June 30, 2021 $ 128,710 $ 187,863 $ 184,827 $ 501,400 |
ACQUIRED INTANGIBLE ASSETS
ACQUIRED INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
ACQUIRED INTANGIBLE ASSETS | ACQUIRED INTANGIBLE ASSETS The following table presents the detail of acquired intangible assets as of the periods presented (in thousands): Balance at June 30, 2021 Weighted Average Estimated Useful Life Cost Accumulated Amortization Net Technology assets 5 years $ 148,540 $ (52,652) $ 95,888 Customer assets 15 years 127,422 (14,367) 113,055 Trade name 9 years 53,340 (10,534) 42,806 Other 9 years 13,720 (3,273) 10,447 Total $ 343,022 $ (80,826) $ 262,196 Balance at December 31, 2020 Weighted Average Estimated Useful Life Cost Accumulated Amortization Net Technology assets 5 years $ 119,508 $ (43,084) $ 76,424 Customer assets 11 years 58,556 (10,796) 47,760 Trade name 6 years 18,529 (8,031) 10,498 Other 8 years 5,733 (2,803) 2,930 Total $ 202,326 $ (64,714) $ 137,612 All intangible assets are amortized over their estimated useful lives. The changes to the carrying value of intangible assets were as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Acquired intangible assets, net, beginning of the period $ 129,796 $ 81,936 $ 137,612 $ 69,079 Acquisitions 141,000 22,000 141,000 39,009 Amortization expense (9,234) (4,134) (16,118) (8,286) Other 634 — (298) — Acquired intangible assets, net, end of the period $ 262,196 $ 99,802 $ 262,196 $ 99,802 The estimated future amortization expense of intangible assets in future periods as of June 30, 2021 is as follows (in thousands): Remainder of 2021 $ 20,781 2022 39,535 2023 38,284 2024 35,306 2025 28,479 Thereafter 99,811 Total $ 262,196 |
OTHER CONSOLIDATED BALANCE SHEE
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) | OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) Other Current Assets The following table presents the detail of other current assets (in thousands): June 30, 2021 December 31, 2020 Loans held for investment, net of allowance for loan losses (i) $ 33,130 $ — Inventory, net 58,786 61,129 Restricted cash 15,088 30,279 Processing costs receivable 213,014 148,606 Prepaid expenses 55,658 34,279 Accounts receivable, net 75,266 41,960 Other 142,520 66,814 Total $ 593,462 $ 383,067 (i) In April 2021, the Company began originating loans in the U.S. through its wholly-owned subsidiary bank, Square Financial Services, Inc., and discontinued a prior arrangement with an industrial bank partner. Refer to Note 6, Loans Held for Investment for further details . Accrued Expenses and Other Current Liabilities The following table presents the detail of accrued expenses and other current liabilities (in thousands): June 30, 2021 December 31, 2020 Accrued expenses $ 169,166 $ 126,710 Square Payroll payable (i) 67,236 16,990 Accrued royalties 48,454 — Accrued transaction losses (ii) 48,480 70,557 Accounts payable 55,053 47,089 Deferred revenue, current 52,389 44,908 Current portion of long-term debt 4,681 — Other 70,354 54,596 Total $ 515,813 $ 360,850 (i) Square Payroll payable represents amounts received from Square Payroll product customers that will be utilized to settle the customers' employee payroll and related obligations. (ii) The Company is exposed to potential credit losses related to transactions processed by sellers that are subsequently subject to chargebacks when the Company is unable to collect from the sellers primarily due to insolvency. Generally, the Company estimates the potential loss rates based on historical experience that is continuously adjusted for new information and incorporates, where applicable, reasonable and supportable forecasts about future expectations. The following table summarizes the activities of the Company’s reserve for transaction losses (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Accrued transaction losses, beginning of the period $ 48,622 $ 96,661 $ 70,557 $ 34,771 Provision for transaction losses 27,784 32,770 21,042 112,073 Charge-offs to accrued transaction losses (27,926) (20,370) (43,119) (37,783) Accrued transaction losses, end of the period $ 48,480 $ 109,061 $ 48,480 $ 109,061 In addition to amounts reflected in the table above, the Company recognized additional provision for transaction losses that were realized and written-off within the same period. The Company recorded $80.3 million and $162.4 million for the three and six months ended June 30, 2021, respectively, compared to $58.3 million and $97.0 million for the three and six months ended June 30, 2020, respectively, for such losses. Other Non-Current Assets The following table presents the detail of other non-current assets (in thousands): June 30, 2021 December 31, 2020 Investment in non-marketable equity securities (i) $ 86,971 $ 32,510 Investment in marketable equity security (ii) — 376,258 Investment in bitcoin, net (iii) 154,888 50,000 Restricted cash 74,569 13,526 Other 66,176 26,956 Total $ 382,604 $ 499,250 (i) Investment in non-marketable equity securities includes the Company's investments in equity instruments of non-public entities. These investments are measured using the measurement alternative and are therefore carried at cost, less impairment, adjusted for observable price changes. Additionally, the Company holds a non-marketable common stock warrant in a public entity. The warrant is carried at fair value, with changes in fair value being recorded within other expense (income), net on the condensed consolidated statement of operations. (ii) In December 2020, upon completion of the initial public offering of DoorDash Inc. ("DoorDash"), the shares of preferred stock held by the Company converted into Class A common stock of DoorDash. The investment was carried at fair value, with changes in fair value being recorded within other income or expense on the condensed consolidated statement of operations. During the three and six months ended June 30, 2021, the Company recorded net gains of $73.3 million and $44.4 million, respectively, arising from the revaluation of the investment. In June 2021, the Company completed the sale of its remaining investment in DoorDash and it will have no further impact on the Company's results in future periods. (iii) The Company invested $50.0 million and $170.0 million in bitcoin in the fourth quarter of 2020 and the first quarter of 2021, respectively. Bitcoin is accounted for as an indefinite lived intangible asset, and thus, is subject to impairment losses if the fair value of bitcoin decreases below the carrying value during the assessed period. Impairment losses cannot be recovered for any subsequent increase in fair value until the sale of the asset. In the second quarter of 2021, the Company began lending a portion of its bitcoin investments to third parties. As of June 30, 2021, $6.3 million of the Company's investments in bitcoin had been loaned to third party borrowers. Bitcoin is an indefinite-lived intangible asset and under the terms of the lending arrangement it must be returned to the Company. As such, the bitcoin lent will not be derecognized and will continue to be carried at cost less impairment losses. Income generated from the lending arrangement is recorded in other expense (income), net on the condensed consolidated statements of operations. The Company recorded impairment charges of $45.3 million and $65.1 million in the three and six months ended June 30, 2021 due to the observed market price of bitcoin decreasing below the carrying value during the period. As of June 30, 2021, the fair value of the investment in bitcoin was $281.4 million based on observable market prices which is $126.5 million in excess of the Company's carrying value of $154.9 million. Other Non-Current Liabilities The following table presents the detail of other non-current liabilities (in thousands): June 30, 2021 December 31, 2020 Statutory liabilities (i) $ 125,849 $ 75,370 Other 60,520 9,921 Total $ 186,369 $ 85,291 (i) Statutory liabilities represent loss contingencies that may arise from the Company's interpretation and application of certain guidelines and rules issued by various federal, state, local, and foreign regulatory authorities. |
OTHER CONSOLIDATED BALANCE SH_2
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT) | OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) Other Current Assets The following table presents the detail of other current assets (in thousands): June 30, 2021 December 31, 2020 Loans held for investment, net of allowance for loan losses (i) $ 33,130 $ — Inventory, net 58,786 61,129 Restricted cash 15,088 30,279 Processing costs receivable 213,014 148,606 Prepaid expenses 55,658 34,279 Accounts receivable, net 75,266 41,960 Other 142,520 66,814 Total $ 593,462 $ 383,067 (i) In April 2021, the Company began originating loans in the U.S. through its wholly-owned subsidiary bank, Square Financial Services, Inc., and discontinued a prior arrangement with an industrial bank partner. Refer to Note 6, Loans Held for Investment for further details . Accrued Expenses and Other Current Liabilities The following table presents the detail of accrued expenses and other current liabilities (in thousands): June 30, 2021 December 31, 2020 Accrued expenses $ 169,166 $ 126,710 Square Payroll payable (i) 67,236 16,990 Accrued royalties 48,454 — Accrued transaction losses (ii) 48,480 70,557 Accounts payable 55,053 47,089 Deferred revenue, current 52,389 44,908 Current portion of long-term debt 4,681 — Other 70,354 54,596 Total $ 515,813 $ 360,850 (i) Square Payroll payable represents amounts received from Square Payroll product customers that will be utilized to settle the customers' employee payroll and related obligations. (ii) The Company is exposed to potential credit losses related to transactions processed by sellers that are subsequently subject to chargebacks when the Company is unable to collect from the sellers primarily due to insolvency. Generally, the Company estimates the potential loss rates based on historical experience that is continuously adjusted for new information and incorporates, where applicable, reasonable and supportable forecasts about future expectations. The following table summarizes the activities of the Company’s reserve for transaction losses (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Accrued transaction losses, beginning of the period $ 48,622 $ 96,661 $ 70,557 $ 34,771 Provision for transaction losses 27,784 32,770 21,042 112,073 Charge-offs to accrued transaction losses (27,926) (20,370) (43,119) (37,783) Accrued transaction losses, end of the period $ 48,480 $ 109,061 $ 48,480 $ 109,061 In addition to amounts reflected in the table above, the Company recognized additional provision for transaction losses that were realized and written-off within the same period. The Company recorded $80.3 million and $162.4 million for the three and six months ended June 30, 2021, respectively, compared to $58.3 million and $97.0 million for the three and six months ended June 30, 2020, respectively, for such losses. Other Non-Current Assets The following table presents the detail of other non-current assets (in thousands): June 30, 2021 December 31, 2020 Investment in non-marketable equity securities (i) $ 86,971 $ 32,510 Investment in marketable equity security (ii) — 376,258 Investment in bitcoin, net (iii) 154,888 50,000 Restricted cash 74,569 13,526 Other 66,176 26,956 Total $ 382,604 $ 499,250 (i) Investment in non-marketable equity securities includes the Company's investments in equity instruments of non-public entities. These investments are measured using the measurement alternative and are therefore carried at cost, less impairment, adjusted for observable price changes. Additionally, the Company holds a non-marketable common stock warrant in a public entity. The warrant is carried at fair value, with changes in fair value being recorded within other expense (income), net on the condensed consolidated statement of operations. (ii) In December 2020, upon completion of the initial public offering of DoorDash Inc. ("DoorDash"), the shares of preferred stock held by the Company converted into Class A common stock of DoorDash. The investment was carried at fair value, with changes in fair value being recorded within other income or expense on the condensed consolidated statement of operations. During the three and six months ended June 30, 2021, the Company recorded net gains of $73.3 million and $44.4 million, respectively, arising from the revaluation of the investment. In June 2021, the Company completed the sale of its remaining investment in DoorDash and it will have no further impact on the Company's results in future periods. (iii) The Company invested $50.0 million and $170.0 million in bitcoin in the fourth quarter of 2020 and the first quarter of 2021, respectively. Bitcoin is accounted for as an indefinite lived intangible asset, and thus, is subject to impairment losses if the fair value of bitcoin decreases below the carrying value during the assessed period. Impairment losses cannot be recovered for any subsequent increase in fair value until the sale of the asset. In the second quarter of 2021, the Company began lending a portion of its bitcoin investments to third parties. As of June 30, 2021, $6.3 million of the Company's investments in bitcoin had been loaned to third party borrowers. Bitcoin is an indefinite-lived intangible asset and under the terms of the lending arrangement it must be returned to the Company. As such, the bitcoin lent will not be derecognized and will continue to be carried at cost less impairment losses. Income generated from the lending arrangement is recorded in other expense (income), net on the condensed consolidated statements of operations. The Company recorded impairment charges of $45.3 million and $65.1 million in the three and six months ended June 30, 2021 due to the observed market price of bitcoin decreasing below the carrying value during the period. As of June 30, 2021, the fair value of the investment in bitcoin was $281.4 million based on observable market prices which is $126.5 million in excess of the Company's carrying value of $154.9 million. Other Non-Current Liabilities The following table presents the detail of other non-current liabilities (in thousands): June 30, 2021 December 31, 2020 Statutory liabilities (i) $ 125,849 $ 75,370 Other 60,520 9,921 Total $ 186,369 $ 85,291 (i) Statutory liabilities represent loss contingencies that may arise from the Company's interpretation and application of certain guidelines and rules issued by various federal, state, local, and foreign regulatory authorities. |
INDEBTEDNESS
INDEBTEDNESS | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
INDEBTEDNESS | INDEBTEDNESS Revolving Credit Facility In May 2020, the Company entered into a revolving credit agreement with certain lenders, which provided a $500.0 million senior unsecured revolving credit facility (the "2020 Credit Facility") maturing in May 2023. On May 28, 2020, the Company amended the credit agreement for the 2020 Credit Facility (the "Credit Agreement") to permit the Company’s wholly owned subsidiary, Square Capital, LLC (“Square Capital”), to incur indebtedness in an aggregate principal amount of up to $500.0 million pursuant to the Paycheck Protection Program Liquidity Facility (“PPPLF”) authorized under the Federal Reserve Act of 1913. In connection with its convertible debt offerings in November 2020, the Company entered into a second amendment to the Credit Agreement on November 9, 2020 to permit convertible debt in an aggregate principal amount not to exceed $3.6 billion. On January, 28, 2021, the Company entered into a third amendment to the Credit Agreement to increase the amount of indebtedness that Square Capital is permitted to incur pursuant to the PPPLF from an aggregate principal amount of up to $500 million to an aggregate principal amount of up to $1.0 billion. On May 25, 2021, the Company entered into a fourth amendment to the Credit Agreement to, among other things, extend the maturity date of the loans advanced to May 1, 2024. The Credit Agreement also contains a financial covenant that requires the Company to maintain a quarterly minimum liquidity amount (consisting of the sum of Unrestricted cash and Cash Equivalents plus Marketable Securities, each as defined in the Credit Agreement) of at least $250.0 million, tested on a quarterly basis. The Company is obligated to pay customary fees for a credit facility of this size and type including an unused commitment fee of 0.15%. To date no funds have been drawn and no letters of credit have been issued under the 2020 Credit Facility. As of June 30, 2021, $500.0 million remained available for draw. The Company incurred $0.2 million and $0.4 million in unused commitment fees during the three and six months ended June 30, 2021, respectively, compared to $0.1 million for the three and six months ended June 30, 2020, respectively. As of June 30, 2021, the Company was in compliance with all financial covenants associated with the 2020 Credit Facility. Loans under the 2020 Credit Facility bear interest at the Company's option of (i) a base rate based on the highest of the prime rate, the federal funds rate plus 0.50%, and the adjusted LIBOR rate plus 1.00%, in each case, plus a margin ranging from 0.25% to 0.75% or (ii) an adjusted LIBOR rate plus a margin ranging from 1.25% to 1.75%. The Credit Agreement includes provisions allowing the Company to replace or update LIBOR with a replacement rate. The margin is determined based on the Company’s total leverage ratio, as defined in the Credit Agreement. The Credit Agreement also contains customary affirmative and negative covenants typical for a financing of this type that, among other things, restricts the Company and certain of its subsidiaries’ ability to incur additional indebtedness, create liens, merge or consolidate or make certain dispositions, pay dividends and make distributions, enter into restrictive agreements, enter into agreements with affiliates, and make certain investments and acquisitions. Paycheck Protection Program Liquidity Facility On June 2, 2020, Square Capital was approved to borrow under the PPPLF with the Federal Reserve Bank of San Francisco (“First PPPLF Agreement”) at an annual interest rate of 0.35%. The PPPLF extends credit to eligible financial institutions that have originated or purchased PPP loans. Advances under the PPPLF are non-recourse and are secured by a pledge of PPP loans held by Square Capital. The maturity date of any PPPLF loan will be the maturity date of the PPP loans pledged to secure such PPPLF loan. The maturity date of any PPPLF loan will be accelerated on and to the extent of (i) the date of any loan forgiveness reimbursement by the SBA for any PPP loan securing such PPPLF loan; or (ii) the date of purchase by the SBA from Square Capital of any PPP loan securing such PPPLF loan to realize on the SBA’s guarantee of such PPP loan. The maturity date of all PPPLF loans shall be accelerated upon the occurrence of certain events of default by Square Capital, including but not limited to the failure to comply with a requirement of the PPPLF agreement or any representation, warranty, or covenant of Square Capital under the PPPLF agreement being inaccurate on or as of the date it is deemed to be made or on any date on which an PPPLF loan remains outstanding. The Company can also at its option prepay the advances in full or in part without penalty. Square Capital also shall prepay PPPLF loans so that the amount of any PPPLF loans outstanding does not exceed the outstanding amount of PPP loans pledged to secure such PPPLF loans. On January 29, 2021, Square Capital entered into a second PPPLF agreement with the Federal Reserve Bank of San Francisco (“Second PPPLF Agreement”) to secure additional credit collateralized by loans from the subsequent rounds of the PPP program in an aggregate principal amount of up to $1.0 billion under both PPPLF agreements. As of June 30, 2021, $823.7 million of PPPLF advances were outstanding and are, generally, collateralized by the same value of PPP loans. Any differences between the amounts are generally due to the timing of PPP loan repayment or forgiveness, and repayment of PPPLF advances. Senior Unsecured Notes due in 2026 and 2031 On May 20, 2021, the Company issued an aggregate principal amount of $2.0 billion senior unsecured notes comprised of $1.0 billion of senior unsecured notes due 2026 ("2026 Senior Notes") and $1.0 billion senior unsecured notes due 2031 ("2031 Senior Notes" and, together with the 2026 Senior Notes, the “Senior Notes”). The 2026 Senior Notes mature on June 1, 2026, unless earlier redeemed or repurchased, and bear interest a rate of 2.75% payable semi-annually on June 1 and December 1 of each year. The 2031 Senior Notes mature on June 1, 2031, unless earlier redeemed or repurchased, and bear interest at a rate of 3.50% payable semi-annually on June 1 and December 1 of each year. The Senior Notes are subject to optional redemption provisions. At any time prior to May 1, 2026, in the case of the 2026 Senior Notes, and March 1, 2031, in the case of the 2031 Senior Notes, the Company may redeem the applicable series in whole or part at a price equal to 100% of the principal amount of the notes to be redeemed plus an applicable premium and accrued and unpaid interest, if any, to but excluding the redemption date. The applicable premium for any note is the greater of: (1) 1.0% of the principal amount of such note, and (2) the excess, if any, of (a) the present value at the redemption date of all scheduled payments of interest plus principal on such note (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date) computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points, over (b) the principal amount of such note. At any time on or after May 1, 2026, in the case of the 2026 Senior Notes, and March 1, 2031, in the case of the 2031 Senior Notes, the Company may redeem the notes of the applicable series in whole or part at a price of 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to but excluding the redemption date. If the Company experiences a change of control triggering event (as defined in the applicable indenture governing the applicable Senior Notes), the Company must offer to repurchase each series of Senior Notes at a repurchase price equal to 101% of the principal amount of the applicable notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. In the event of default, the trustee or holders of at least 25% in aggregate principal amount of the applicable series of outstanding Senior Notes under the applicable indenture may declare all of the notes of the applicable series to be due and immediately payable. If the event of default is the result of specified events of bankruptcy, insolvency or reorganization, all of the notes of the applicable series will become due without any declaration or action by the trustee or holders. If there is a default in the payment of interest, the Company shall pay the defaulted interest plus, to the extent lawful, interest payable on the defaulted interest at the rate provided in the Senior Notes. Debt issuance costs related to the 2026 Senior Notes and 2031 Senior Notes were comprised of discounts and commissions payable to the initial purchasers of $22.5 million and third party offering costs of $5.7 million. Issuance costs are amortized to interest expense using the effective interest method at an effective interest rate of 3.06% and 3.69% for each of the respective terms of the 2026 Senior Notes and 2031 Senior Notes, respectively. Convertible Notes due in 2026 and 2027 On November 13, 2020, the Company issued an aggregate principal amount of $1.15 billion of convertible senior notes comprised of $575.0 million of convertible senior notes due 2026 ("2026 Convertible Notes") and $575.0 million of convertible senior notes due 2027 ("2027 Convertible Notes"). The 2026 Convertible Notes mature on May 1, 2026, unless earlier converted or repurchased, and bears a zero rate of interest. The 2027 Convertible Notes mature on November 1, 2027, unless earlier converted or repurchased, and bear interest at a rate of 0.25% payable semi-annually on May 1 and November 1 of each year. Both the 2026 Convertible Notes and 2027 Convertible Notes are convertible at an initial conversion rate of 3.3430 shares of the Company's Class A common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $299.13 per share of Class A common stock. Holders may convert their relevant series of notes at any time prior to the close of business on the business day immediately preceding February 1, 2026 and August 1, 2027 for the 2026 Convertible Notes and 2027 Convertible Notes, respectively, only under the following circumstances: (1) during any calendar quarter, commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2026 Convertible Notes and 2027 Convertible Notes) per $1,000 principal amount of 2026 Convertible Notes and 2027 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the 2026 Convertible Notes and 2027 Convertible Notes for redemption, such relevant series of notes called for redemption may be converted at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2026 Convertible Notes and 2027 Convertible Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. In addition, upon occurrence of the specified corporate events prior to the maturity date, the Company would increase the conversion rate for a holder who elects to convert their relevant series of notes in connection with such an event in certain circumstances. On or after February 1, 2026 in the case of the 2026 Convertible Notes, and on or after August 1, 2027 in the case of the 2027 Convertible Notes, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder of the relevant series of notes may convert all or any portion of its 2026 Convertible Notes or 2027 Convertible Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The circumstances required to allow the holders to convert their 2026 Convertible Notes and 2027 Convertible Notes were not met during the six months ended June 30, 2021. On or after November 5, 2023 for the 2026 Convertible Notes, and on or after November 5, 2024 for the 2027 Convertible Notes, the Company may redeem all or a portion of each series of convertible notes for cash at its option, if the last reported sale price of the Company's Class A common stock has been at least 130% of the conversion price for the relevant series of notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Convertible Notes and 2027 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In accounting for the issuance of the 2026 Convertible Notes and 2027 Convertible Notes, prior to the adoption of ASU No. 2020-06, the Company separated the relevant series of convertible notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $198.0 million and was determined by deducting the fair value of the liability component from the par value of the 2026 Convertible Notes and the 2027 Convertible Notes. The equity component was not re-measured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount ("debt discount") was amortized to interest expense at an effective interest rate of 3.35% and 3.66% for the 2026 Convertible Notes and 2027 Convertible Notes, respectively. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the separation of the debt and equity components and accounted for the Notes wholly as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date. Debt issuance costs related to the 2026 Convertible Notes and 2027 Convertible Notes were comprised of discounts and commissions payable to the initial purchasers of $17.5 million and third party offering costs of $1.0 million. Prior to the adoption of ASU No. 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2026 Convertible Notes and 2027 Convertible Notes based on their relative values. Issuance costs attributable to the liability component were $15.4 million and were amortized to interest expense using the effective interest method. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense at an effective interest rate of 0.49% and 0.30% for each of the respective terms of the 2026 Convertible Notes and 2027 Convertible Notes, respectively, with a cumulative adjustment to retained earnings on the adoption date. Upon adoption of ASU No. 2020-06, the difference between the estimated fair value and the carrying value upon conversion will be accounted for as a reduction to the related debt issuance costs, with the remainder recognized as additional paid in capital to reflect the par value of the shares issued. As of June 30, 2021, there has been no principal converted on either the 2026 Convertible Notes or 2027 Convertible Notes. As of June 30, 2021, the if-converted value of the 2026 Convertible Notes and 2027 Convertible Notes did not exceed the outstanding principal amount. Convertible Senior Notes due in 2025 On March 5, 2020, the Company issued an aggregate principal amount of $1.0 billion of convertible senior notes ("2025 Convertible Notes"). The 2025 Convertible Notes mature on March 1, 2025, unless earlier converted or repurchased, and bear interest at a rate of 0.1250% payable semi-annually on March 1 and September 1 of each year. The 2025 Convertible Notes are convertible at an initial conversion rate of 8.2641 shares of the Company's Class A common stock per $1,000 principal amount of 2025 Convertible Notes, which is equivalent to an initial conversion price of approximately $121.01 per share of Class A common stock. Holders may convert their 2025 Convertible Notes at any time prior to the close of business on the business day immediately preceding December 1, 2024 only under the following circumstances: (1) during any calendar quarter, commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2025 Convertible Notes) per $1,000 principal amount of 2025 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the 2025 Convertible Notes for redemption, such 2025 Convertible Notes called for redemption may be converted at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2025 Convertible Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. In addition, upon occurrence of the specified corporate events prior to the maturity date, the Company would increase the conversion rate for a holder who elects to convert their 2025 Convertible Notes in connection with such an event in certain circumstances. On or after December 1, 2024, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2025 Convertible Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The Company may redeem for cash all or any part of the 2025 Convertible Notes, at its option, on or after March 5, 2023, if the last reported sale price of the Company's Class A common stock has been at least 130% of the conversion price for the 2025 Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The circumstances to allow the holders to convert their 2025 Convertible Notes were met in the first quarter of 2021. In accounting for the issuance of the 2025 Convertible Notes, prior to the adoption of ASU No. 2020-06, the Company separated the 2025 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $154.6 million and was determined by deducting the fair value of the liability component from the par value of the 2025 Convertible Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount ("debt discount") is amortized to interest expense over the term of the 2025 Convertible Notes at an effective interest rate of 3.81% over the contractual terms of the 2025 Convertible Notes. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the separation of the debt and equity components and accounted for the 2025 Convertible Notes wholly as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date. Debt issuance costs related to the 2025 Convertible Notes were comprised of discounts and commissions payable to the initial purchasers of $14.3 million and third party offering costs of $0.9 million. Prior to the adoption of ASU No. 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2025 Convertible Notes based on their relative values. Issuance costs attributable to the liability component were $12.8 million and will be amortized to interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense over the remaining term at an effective interest rate of 0.43% for the 2025 Convertible Notes with a cumulative adjustment to retained earnings on the adoption date. Upon adoption of ASU No. 2020-06, the difference between the estimated fair value and the carrying value upon conversion will be accounted for as a reduction to the related debt issuance costs, with the remainder recognized as additional paid in capital to reflect the par value of the shares issued. As of June 30, 2021, there has been no principal converted on the 2025 Convertible Notes. As of June 30, 2021, the if-converted value of the 2025 Convertible Notes exceeded the outstanding principal amount by $1.0 billion. Convertible Senior Notes due in 2023 On May 25, 2018, the Company issued an aggregate principal amount of $862.5 million of convertible senior notes ("2023 Convertible Notes"). The 2023 Convertible Notes mature on May 15, 2023, unless earlier converted or repurchased, and bear interest at a rate of 0.50% payable semi-annually on May 15 and November 15 of each year. The 2023 Convertible Notes are convertible at an initial conversion rate of 12.8456 shares of the Company's Class A common stock per $1,000 principal amount of 2023 Convertible Notes, which is equivalent to an initial conversion price of approximately $77.85 per share of Class A common stock. Holders may convert their 2023 Convertible Notes at any time prior to the close of business on the business day immediately preceding February 15, 2023 only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2023 Convertible Notes) per $1,000 principal amount of 2023 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2023 Convertible Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. On or after February 15, 2023, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2023 Convertible Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The circumstances to allow the holders to convert their 2023 Convertible Notes were met in the fourth quarter of 2020 and continued to be met through June 30, 2021. As of June 30, 2021, certain holders of the 2023 Convertible Notes have converted an aggregate principal amount of $113.4 million of their 2023 Convertible Notes. The Company has settled the conversions through the issuance of 1.5 million shares of the Company's Class A common stock. In accounting for the issuance of the 2023 Convertible Notes, prior to the adoption of ASU No. 2020-06, the Company separated the 2023 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $155.3 million and was determined by deducting the fair value of the liability component from the par value of the 2023 Convertible Notes. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount ("debt discount") is amortized to interest expense over the term of the 2023 Convertible Notes at an effective interest rate of 4.69% over the contractual terms of the 2023 Convertible Notes. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the separation of the debt and equity components and accounted for the 2023 Convertible Notes wholly as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date. Debt issuance costs related to the 2023 Convertible Notes comprised of discounts and commissions payable to the initial purchasers of $6.0 million and third party offering costs of $0.8 million. Prior to the adoption of ASU No. 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2023 Convertible Notes based on their relative values. Issuance costs attributable to the liability component were $5.6 million and will be amortized to interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. Upon adoption of ASU No. 2020-06 on January 1, 2021, the Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense over the remaining term at an effective interest rate of 0.66% for the 2023 Convertible Notes with a cumulative adjustment to retained earnings on the adoption date. Upon adoption of ASU No. 2020-06, the difference between the estimated fair value and the carrying value upon conversion will be accounted for as a reduction to the related debt issuance costs, with the remainder recognized as additional paid in capital to reflect the par value of the shares issued. As of June 30, 2021, the if-converted value of the 2023 Convertible Notes exceeded the outstanding principal amount by $1.6 billion. Convertible Senior Notes due in 2022 On March 6, 2017, the Company issued an aggregate principal amount of $440.0 million of convertible senior notes ("2022 Convertible Notes"). The 2022 Convertible Notes mature on March 1, 2022, unless earlier converted or repurchased, and bear interest at a rate of 0.375% payable semi-annually on March 1 and September 1 of each year. The 2022 Convertible Notes are convertible at an initial conversion rate of 43.5749 shares of the Company's Class A common stock per $1,000 principal amount of 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately $22.95 per share of Class A common stock. Holders may convert their 2022 Convertible Notes at any time prior to the close of business on the business day immediately preceding December 1, 2021 only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2022 Convertible Notes) per $1,000 principal amount of 2022 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the 2022 Convertible Notes) or a transaction resulting in the Company’s Class A common stock converting into other securities or property or assets. On or after December 1, 2021, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2022 Convertible Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. The circumstances required to allow the holders to convert their 2022 Convertible Notes were met in the fourth quarter of 2017 and continued to be met through June 30, 2021. As of June 30, 2021, certain holders of the 2022 Convertible Notes have converted an aggregate principal amount of $435.3 million of their 2022 Convertible Notes, of which $3.8 million was converted during the six months ended June 30, 2021. The Company has settled the conversions through a combination of $219.4 million in cash and issuance of 16.3 million shares of the Company's Class A common stock. The conversions during t |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recorded an income tax benefit of $9.4 million and $8.4 million for the three and six months ended June 30, 2021, respectively, compared to an income tax benefit of $0.8 million and $0.2 million for the three and six months ended June 30, 2020, respectively. The difference between income before income tax and the income tax benefit recorded for the three and six months ended June 30, 2021 is primarily due to a change in the valuation allowance in the U.S. and excess stock-based compensation tax deductions. The difference between the income tax benefit for the three and six months ended June 30, 2021 and the income tax benefit for the three and six months ended June 30, 2020 primarily relates to a change in the valuation allowance in the U.S. and an increase in excess stock-based compensation deductions. The tax provision for the three and six months ended June 30, 2021 and June 30, 2020, is calculated on a jurisdictional basis. The Company estimated the worldwide income tax provision using the estimated annual effective income tax rate expected to be applicable for the full year. The Company’s effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as the mix of forecasted pre-tax earnings in the various jurisdictions in which the Company operates, changes in valuation allowances against deferred tax assets, the recognition and de-recognition of tax benefits related to uncertain tax positions, and changes in or the interpretation of tax laws in jurisdictions where the Company conducts business. As of June 30, 2021, the Company retains a full valuation allowance on its net deferred tax assets in the U.S. and certain foreign jurisdictions. The realization of the Company’s deferred tax assets depends primarily on its ability to generate taxable income in future periods. The amount of deferred tax assets considered realizable in future periods may change as management continues to reassess the underlying factors it uses in estimating future taxable income. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Common Stock The Company has two classes of authorized common stock outstanding; Class A common stock and Class B common stock. Class A common stock and Class B common stock are referred to as "common stock" throughout these Notes to the Condensed Consolidated Financial Statements, unless otherwise noted. Holders of shares of Class A common stock are entitled to one vote per share, while holders of shares of Class B common stock are entitled to ten votes per share. Shares of the Company's Class B common stock are convertible into an equivalent number of shares of its Class A common stock and generally convert into shares of its Class A common stock upon transfer. The holders of Class A common stock and Class B common stock have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. As of June 30, 2021, the Company was authorized to issue 1,000,000,000 shares of Class A common stock and 500,000,000 shares of Class B common stock, each with a par value of $0.0000001 per share. As of June 30, 2021, there were 395,321,647 shares of Class A common stock and 62,501,770 shares of Class B common stock outstanding. Options and awards granted following the Company's initial public offering are related to underlying Class A common stock. Warrants In conjunction with the 2022 Convertible Notes offering, the Company sold the 2022 warrants whereby the counterparties have the option to purchase a total of approximately 19.2 million shares of the Company’s Class A common stock at a price of $31.18 per share, and expire on June 1, 2022. None of the warrants were exercised as of June 30, 2021. In conjunction with the 2023 Convertible Notes offering, the Company sold the 2023 warrants whereby the counterparties have the option to purchase a total of approximately 11.1 million shares of the Company’s Class A common stock at a price of $109.26 per share, and expire on August 15, 2023. None of the warrants were exercised as of June 30, 2021. In conjunction with the 2025 Convertible Notes offering, the Company sold the 2025 warrants whereby the counterparties have the option to purchase a total of approximately 8.3 million shares of the Company’s Class A common stock at a price of $161.34 per share, and expire on June 1, 2025. None of the warrants were exercised as of June 30, 2021. In conjunction with the 2026 Convertible Notes offering, the Company sold the 2026 warrants whereby the counterparties have the option to purchase a total of approximately 1.9 million shares of the Company’s Class A common stock at a price of $368.16 per share, and expire on August 1, 2026. None of the warrants were exercised as of June 30, 2021. In conjunction with the 2027 Convertible Notes offering, the Company sold the 2027 warrants whereby the counterparties have the option to purchase a total of approximately 1.9 million shares of the Company’s Class A common stock at a price of $414.18 per share, and expire on February 1, 2028. None of the warrants were exercised as of June 30, 2021. Conversion of Convertible Notes and Exercise of Convertible Note Hedges In connection with the conversion of the 2022 Convertible Notes, the Company issued 16.3 million shares of Class A common stock, of which 0.2 million shares were issued in the six months ended June 30, 2021. The Company also exercised a pro-rata portion of the 2022 convertible note hedges and received 14.9 million shares of Class A common stock from the 2017 Counterparties to offset the shares issued, of which 5.5 million shares were received in the six months ended June 30, 2021. In connection with the conversion of the 2023 Convertible Notes, the Company issued 1.5 million shares of Class A common stock as of June 30, 2021. The Company also exercised a pro-rata portion of the 2023 convertible note hedges, which were immaterial as of June 30, 2021 Stock Plans The Company maintains two share-based employee compensation plans: the 2009 Stock Plan (2009 Plan) and the 2015 Equity Incentive Plan (2015 Plan). The 2015 Plan serves as the successor to the 2009 Plan. The 2015 Plan became effective as of November 17, 2015. Outstanding awards under the 2009 Plan continue to be subject to the terms and conditions of the 2009 Plan. Since November 17, 2015, no additional awards have been nor will be granted in the future under the 2009 Plan. Under the 2015 Plan, shares of the Company's Class A common stock are reserved for the issuance of incentive and nonstatutory stock options (ISOs and NSOs, respectively), restricted stock awards (RSAs), restricted stock units (RSUs), performance shares, and stock bonuses to qualified employees, directors, and consultants. The awards must be granted at a price per share not less than the fair market value at the date of grant. Initially, 30,000,000 shares were reserved under the 2015 Plan and any shares subject to options or other similar awards granted under the 2009 Plan that expire, are forfeited, are repurchased by the Company or otherwise terminate unexercised, will become available under the 2015 Plan. The number of shares available for issuance under the 2015 Plan has been and will be increased on the first day of each fiscal year, in an amount equal to the least of (i) 40,000,000 shares, (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the administrator of the Plan. The administrator consists of the Board of Directors who then delegates the responsibilities to the Compensation Committee. As of June 30, 2021, the total number of shares subject to stock options, RSAs and RSUs outstanding under the 2015 Plan was 17,690,873, and 119,444,950 shares were available for future issuance. As of June 30, 2021, the total number of shares subject to stock options, RSAs and RSUs outstanding under the 2009 Plan was 8,124,460. A summary of stock option activity for the six months ended June 30, 2021 is as follows (in thousands, except share and per share data): Number of Stock Options Outstanding Weighted Weighted Aggregate Balance at December 31, 2020 13,630,882 $ 17.84 3.84 $ 2,723,394 Granted 183,441 253.79 Exercised (2,941,086) 12.92 Balance at June 30, 2021 10,873,237 $ 23.16 4.03 $ 2,400,927 Options exercisable as of June 30, 2021 9,415,552 $ 13.51 3.32 $ 2,168,406 Restricted Stock Activity Activity related to RSAs and RSUs during the six months ended June 30, 2021 is set forth below: Number of Weighted Unvested as of December 31, 2020 15,622,645 $ 71.71 Granted 3,344,454 241.35 Vested (3,561,075) 58.31 Forfeited (463,928) 85.96 Unvested as of June 30, 2021 14,942,096 $ 112.43 Share-Based Compensation The fair value of stock options and employee stock purchase plan rights are estimated on the date of grant using the Black-Scholes-Merton option valuation model. The fair value of RSAs and RSUs is determined by the closing price of the Company’s common stock on each grant date. The following table summarizes the effects of share-based compensation on the Company's condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Cost of revenue $ 112 $ 95 $ 211 $ 171 Product development 106,161 69,565 193,056 126,965 Sales and marketing 13,777 8,884 24,657 15,291 General and administrative 26,315 17,636 47,064 31,056 Total $ 146,365 $ 96,180 $ 264,988 $ 173,483 The Company recorded $8.0 million and $16.8 million of share-based compensation expense related to the Company's 2015 Employee Stock Purchase Plan during the three and six months ended June 30, 2021, respectively, compared to $4.1 million and $8.8 million during the three and six months ended June 30, 2020, respectively, which are included in the table above. The Company capitalized $4.0 million and $7.4 million of share-based compensation expense related to capitalized software costs during the three and six months ended June 30, 2021 and 2020, respectively, compared to $3.5 million and $5.8 million during the three and six months ended June 30, 2020, respectively. As of June 30, 2021, there was $1.6 billion of total unrecognized compensation cost related to outstanding stock options and restricted stock awards that are expected to be recognized over a weighted-average period of 3.02 years. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHAREBasic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock. In periods when the Company reported a net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items were anti-dilutive. The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) $ 203,678 $ (11,478) $ 242,686 $ (117,369) Net income (loss) attributable to noncontrolling interests (343) — (343) — Net income (loss) attributable to common stockholders $ 204,021 $ (11,478) $ 243,029 $ (117,369) Denominator: Basic shares: Weighted-average common shares outstanding 455,820 440,815 455,618 438,248 Weighted-average unvested shares (389) (698) (415) (719) Weighted-average shares used to compute basic net income (loss) per share: 455,431 440,117 455,203 437,529 Diluted shares: Stock options, restricted stock, and employee stock purchase plan 18,825 — 19,897 — Convertible senior notes 23,351 — 19,585 — Common stock warrants 24,971 — 25,028 — Weighted-average shares used to compute diluted net income (loss) per share: 522,578 440,117 519,713 437,529 Net income (loss) per share attributable to common stockholders: Basic $ 0.45 $ (0.03) $ 0.53 $ (0.27) Diluted $ 0.40 $ (0.03) $ 0.48 $ (0.27) The following potential common shares were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Stock options, restricted stock, and employee stock purchase plan 7,743 38,154 6,926 37,072 Common stock warrants 17,390 38,516 17,333 35,565 Convertible senior notes — 27,459 3,845 24,923 Total anti-dilutive securities 25,133 104,129 28,104 97,560 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS In July 2019, the Company entered into a lease agreement to lease certain office space located in St. Louis, Missouri, from an affiliate of one of the Company’s co-founders and current member of its board and directors, Mr. Jim McKelvey, under an operating lease agreement as discussed in Note 18, Commitments and Contingencies |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation The Company is currently subject to, and may in the future be involved in, various litigation matters, legal claims, and investigations. The Company is subject to various legal matters and disputes arising in the ordinary course of business. The Company cannot at this time fairly estimate a reasonable range of exposure, if any, of the potential liability with respect to these matters. Although occasional adverse decisions or settlements may occur, the Company does not believe that the final disposition of any of these matters will have a material adverse effect on its results of operations, financial position, or liquidity. The Company cannot give any assurance regarding the ultimate outcome of these other matters, and their resolution could be material to the Company's operating results for any particular period. Other contingencies On June 15, 2020, the Texas Comptroller informed the Company that it had completed its sales and use tax audit for the period from January 1, 2015 through April 30, 2018, and that it would issue a written tax assessment to the Company seeking $38 million, including interest and penalties for this tax audit period. To date, such a written assessment has not been received. The Comptroller indicated that it believes the services that the Company has deemed to be nontaxable should be subject to sales tax. The Company believes the Comptroller’s position is without merit and is inconsistent with Texas state law. Should the Company not prevail, the Company could be obligated to pay additional taxes together with associated penalties and interest for the audited tax period, as well as additional taxes for periods subsequent to the tax audit period, including penalties and interest, that could be material. We are under examination, or may be subject to examination, by several tax authorities. These examinations, including the matter discussed above, may lead to proposed adjustments to our taxes or net operating losses with respect to years under examination, as well as subsequent periods. We regularly assess the likelihood of adverse outcomes resulting from tax examinations to determine the adequacy of our provision for direct and indirect taxes. We continue to monitor the progress of ongoing discussions with tax authorities and the effect, if any, on our provision for direct and indirect taxes. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with the Company’s expectations, we could be required to adjust our provision for direct and indirect taxes in the period such resolution occurs. |
SEGMENT AND GEOGRAPHICAL INFORM
SEGMENT AND GEOGRAPHICAL INFORMATION | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHICAL INFORMATION The Company reports its operating segments to reflect the manner in which the Company's CODM reviews and assesses performance. Accordingly, the Company has two reportable segments, which are Seller and Cash App. Seller and Cash App are defined as follows: • Seller includes managed payment services, software solutions, hardware, and financial services offered to sellers, excluding those that involve Cash App. • Cash App includes the financial tools available to individuals within the mobile Cash App, including peer-to-peer payments, bitcoin and stock investments. Cash App also includes Cash Card which is linked to customer stored balances that customers can use to pay for purchases or withdraw funds from an ATM. The primary financial measures used by the CODM to evaluate performance and allocate resources are revenue and gross profit. The CODM does not evaluate performance or allocate resources based on segment asset data, and therefore such information is not included. Information on the reportable segments revenue and segment gross profit are as follows (in thousands): Three Months Ended Six Months Ended Cash App Seller Corporate and Other (i) Total Cash App Seller Corporate and Other (i) Total Revenue Transaction-based revenue $ 110,950 $ 1,116,522 $ — $ 1,227,472 $ 202,909 $ 1,984,296 $ — $ 2,187,205 Subscription and services-based revenue 494,945 151,240 38,993 685,178 931,534 272,332 38,993 1,242,859 Hardware revenue — 43,726 — 43,726 — 72,514 — 72,514 Bitcoin revenue 2,724,296 — — 2,724,296 6,235,364 — — 6,235,364 Segment revenue $ 3,330,191 $ 1,311,488 $ 38,993 $ 4,680,672 $ 7,369,807 $ 2,329,142 $ 38,993 $ 9,737,942 Segment gross profit $ 546,053 $ 585,137 $ 9,874 $ 1,141,064 $ 1,041,538 $ 1,053,153 $ 9,874 $ 2,104,565 Three Months Ended Six Months Ended Cash App Seller Corporate and Other (i) Total Cash App Seller Corporate and Other (i) Total Revenue Transaction-based revenue $ 53,657 $ 628,915 $ — $ 682,572 $ 81,476 $ 1,359,197 $ — $ 1,440,673 Subscription and services-based revenue 271,156 75,119 — 346,275 464,881 177,629 — 642,510 Hardware revenue — 19,322 — 19,322 — 39,997 — 39,997 Bitcoin revenue 875,456 — — 875,456 1,181,554 — — 1,181,554 Segment revenue $ 1,200,269 $ 723,356 $ — $ 1,923,625 $ 1,727,911 $ 1,576,823 $ — $ 3,304,734 Segment gross profit $ 281,063 $ 315,700 $ — $ 596,763 $ 463,795 $ 671,469 $ — $ 1,135,264 (i) Corporate and other represents results related to products and services that are not assigned to a specific reportable segment. Comparable prior period amounts have not been disclosed as they were not material. A reconciliation of total segment gross profit to the Company’s income (loss) before applicable income taxes is as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Total segment gross profit $ 1,141,064 $ 596,763 $ 2,104,565 $ 1,135,264 Less: Product development 326,510 207,730 636,651 403,606 Less: Sales and marketing 375,101 238,096 724,561 432,631 Less: General and administrative 221,020 136,386 416,929 265,881 Less: Transaction and loan losses 48,173 37,603 68,568 146,486 Less: Bitcoin impairment losses 45,266 — 65,126 — Less: Interest expense, net 6,464 14,769 6,717 23,975 Less: Other (income), net (75,788) (25,591) (48,260) (19,729) Income (loss) before applicable income taxes $ 194,318 $ (12,230) $ 234,273 $ (117,586) Revenue by geography is based on the addresses of the sellers or customers. The following table sets forth revenue by geographic area (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenue United States $ 4,536,603 $ 1,865,985 $ 9,499,938 $ 3,179,571 International 144,069 57,640 238,004 125,163 Total net revenue $ 4,680,672 $ 1,923,625 $ 9,737,942 $ 3,304,734 No individual country from the international markets contributed in excess of 10% of total revenue for the three and six months ended June 30, 2021 and 2020. Long-Lived Assets The following table sets forth long-lived assets by geographic area (in thousands): June 30, 2021 December 31, 2020 Long-lived assets United States $ 1,394,141 $ 1,086,379 International 91,615 58,342 Total long-lived assets $ 1,485,756 $ 1,144,721 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The supplemental disclosures of cash flow information consist of the following (in thousands): Six Months Ended 2021 2020 Analysis of cash, cash equivalents, and restricted cash Cash and cash equivalents $ 4,581,234 $ 1,972,762 Short-term restricted cash 15,088 19,761 Long-term restricted cash 74,569 13,685 Cash, cash equivalents, and restricted cash $ 4,670,891 $ 2,006,208 Six Months Ended 2021 2020 Supplemental Cash Flow Data: Cash paid for interest $ 3,945 $ 2,553 Cash paid for income taxes 8,009 3,156 Supplemental disclosures of non-cash investing and financing activities: Right-of-use assets obtained in exchange for operating lease obligations 36,667 304,132 Purchases of property and equipment in accounts payable and accrued expenses 17,115 8,010 Unpaid business combination purchase price 50,528 7,439 Fair value of common stock issued and issuable in future related to business combination (10,007) (35,318) Fair value of common stock issued to settle the conversion of senior notes (394,560) (77,614) Fair value of shares received to settle senior note hedges 1,292,705 71,062 Bitcoin lent to third party borrowers $ (6,334) $ — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On August 1, 2021, the Company entered into a definitive agreement (the “Agreement”) with Afterpay Limited (“Afterpay”) to acquire Afterpay by way of a court-approved Scheme of Arrangement (the “Scheme”) for 0.375 share of the Company’s Class A common stock for each outstanding Afterpay ordinary share (the “Transaction”). The estimated aggregate consideration, excluding the value of replacement equity awards, is $28.2 billion, comprising approximately 114 million shares of Class A common stock of the Company. The aggregate consideration is based on the Company’s closing stock price of $247.26 as of July 30, 2021. At its election, Square may provide 1% of the consideration for Afterpay shares in cash. The Transaction is subject to customary closing conditions, including, among others: (i) approval by Afterpay shareholders of the Scheme by the requisite majorities under the Australian Corporations Act, (ii) approval by Company shareholders of the issuance of new shares of Class A common stock of the Company in connection with the Transaction by the requisite majority, (iii) expiration or earlier termination of any applicable waiting period and receipt of regulatory consents, approvals and clearances, in each case, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and under relevant antitrust/competition and foreign investment legislation in the United States and other relevant jurisdictions, (iv) the absence of any final and non-appealable order, decree or law preventing, making illegal or prohibiting the completion of the Transaction and (v) no events having occurred that would have a material adverse effect on Afterpay or the Company. The Company or Afterpay will be required to make a payment of AUD$385 million (approximately $283 million) in certain circumstances, including in the event that the Agreement is terminated by either party for an adverse change in recommendation by either party’s board of directors or for a material breach of the transaction by either party, (2) the Agreement is terminated by either party upon either party’s board of directors’ determination that a Competing Transaction is a Superior Proposal (in each case as defined in the Agreement) or (3) a Competing Transaction is announced before the Effective Date, and a Competing Transaction is completed within 12 months of the End Date (in each case as defined in the Agreement). |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed consolidated financial statements of the Company are unaudited. These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and the applicable rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2020 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to state fairly the Company's consolidated financial position, results of operations, comprehensive income (loss), and cash flows for the interim periods. The condensed consolidated financial statements include the financial statements of Square and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Minority interests are recorded as a noncontrolling interest, which is reported as a component of stockholders' equity on the condensed consolidated balance sheets. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or for any other future annual or interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be materially affected. The Company bases its estimates on current and past experience, to the extent that historical experience is predictive of future performance and other assumptions that the Company believes are reasonable under the circumstances. The Company evaluates these estimates on an ongoing basis. Estimates, judgments, and assumptions in these condensed consolidated financial statements include, but are not limited to, those related to revenue recognition, accrued transaction losses, contingencies, valuation of the debt component of convertible senior notes, valuation of loans held for sale including loans under the Paycheck Protection Program ("PPP"), the allowance for loan loss reserves for loans held for investment, valuation of goodwill and acquired intangible assets, deferred revenue, determination of income and other taxes, operating and financing lease right-of-use assets and related liabilities, assessing the likelihood of adverse outcomes from claims and disputes, and share-based compensation. |
Concentration of Credit Risk | Concentration of Credit Risk For the three and six months ended June 30, 2021 and June 30, 2020, the Company had no customer that accounted for greater than 10% of total net revenue. The Company had two third-party payment processors that represented approximately 49% and 36% of settlements receivable as of June 30, 2021. As of December 31, 2020, there were two parties that represented approximately 59% and 27% of settlements receivable. All other third-party processors were insignificant. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable debt securities, settlements receivable, customer funds, reverse repurchase agreements, loans held for sale, and loans held for investment. The associated risk of concentration for cash and cash equivalents and restricted cash is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed federal deposit insurance limits. The associated risk of concentration for marketable debt securities is mitigated by holding a diversified portfolio of highly rated investments. Settlements receivable are amounts due from well-established payment processing companies and normally take one two |
Sales and Marketing Expenses | Sales and Marketing Expenses Advertising costs are expensed as incurred and included in sales and marketing expense in the condensed consolidated statements of operations. Total advertising costs were $87.4 million and $173.3 million for the three and six months ended June 30, 2021, respectively, compared to $34.0 million and $70.1 million for the three and six months ended June 30, 2020, respectively. In addition, services, incentives, and other costs to customers that are not directly related to a revenue generating transaction are recorded as sales and marketing expenses, as the Company considers these to be marketing costs to encourage the usage of Cash App. These expenses, which include, but are not limited to, Cash App peer-to-peer processing costs and related transaction losses, card issuance costs, customer referral bonuses, and promotional giveaways |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company early adopted the new guidance on January 1, 2021 using the modified retrospective approach and recorded a cumulative effect upon adoption of $103.0 million as a reduction to accumulated deficit and a reduction to other paid in capital of $502.7 million related to amounts attributable to conversion options that had previously been recorded in equity. Additionally, the Company recorded an increase to its convertible notes balance by an aggregate amount of $399.7 million as a result of the reversal of the separation of the convertible debt between debt and equity. The adoption of this standard also significantly decreased the amount of non-cash interest expense to be recognized in future periods as a result of eliminating the discount associated with the equity component. There was no impact to the Company’s statements of cash flows as the result of the adoption of ASU No. 2020-06. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements ("Codification") . The update provides incremental improvements on various topics in the Codification to provide clarification, correct errors in, and to provide simplification on a variety of topics. Among other items, the guidance includes presentation disclosures for the amount of income tax expense or benefit related to other comprehensive income. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this guidance effective January 1, 2021 and has applied the guidance prospectively. The adoption of this guidance did not have a material impact on the Company’s financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTSThe Company measures its cash equivalents, customer funds, short-term and long-term marketable debt securities, and marketable equity investment at fair value. The Company classifies these investments within Level 1 or Level 2 of the fair value hierarchy because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents the Company's revenue disaggregated by revenue source (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenue from Contracts with Customers: Transaction-based revenue $ 1,227,472 $ 682,572 $ 2,187,205 $ 1,440,673 Subscription and services-based revenue 631,402 328,763 1,156,467 584,646 Hardware revenue 43,726 19,322 72,514 39,997 Bitcoin revenue 2,724,296 875,456 6,235,364 1,181,554 Revenue from other sources: Subscription and services-based revenue 53,776 17,512 86,392 57,864 Total net revenue $ 4,680,672 $ 1,923,625 $ 9,737,942 $ 3,304,734 |
Deferred Revenue | The deferred revenue balances were as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Deferred revenue, beginning of the period $ 54,726 $ 47,046 $ 51,804 $ 44,331 Deferred revenue, end of the period 59,501 51,549 59,501 51,549 Deferred revenue arising from business combination 5,380 — 5,380 — Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period $ 20,778 $ 16,288 $ 31,743 $ 26,483 |
INVESTMENTS IN DEBT SECURITIES
INVESTMENTS IN DEBT SECURITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term and Long-term Investments | The Company's short-term and long-term investments as of June 30, 2021 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 80,250 $ 244 $ (3) $ 80,491 Corporate bonds 287,231 497 (91) 287,637 Commercial paper 153,926 1 — 153,927 Municipal securities 12,565 11 — 12,576 U.S. government securities 424,955 251 (19) 425,187 Foreign government securities 55,080 57 (52) 55,085 Total $ 1,014,007 $ 1,061 $ (165) $ 1,014,903 Long-term debt securities: U.S. agency securities $ 152,423 $ 203 $ (92) $ 152,534 Corporate bonds 475,462 519 (781) 475,200 Municipal securities 16,890 18 (13) 16,895 U.S. government securities 276,984 226 (293) 276,917 Foreign government securities 25,450 101 (4) 25,547 Total $ 947,209 $ 1,067 $ (1,183) $ 947,093 The Company's short-term and long-term investments as of December 31, 2020 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 153,386 $ 782 $ (164) $ 154,004 Corporate bonds 76,957 256 (14) 77,199 Commercial paper 4,999 — — 4,999 Municipal securities 10,377 57 (3) 10,431 U.S. government securities 404,194 1,244 (4) 405,434 Foreign government securities 42,988 139 (82) 43,045 Total $ 692,901 $ 2,478 $ (267) $ 695,112 Long-term debt securities: U.S. agency securities $ 168,762 $ 519 $ (3) $ 169,278 Corporate bonds 174,655 1,401 (42) 176,014 Municipal securities 1,045 15 — 1,060 U.S. government securities 91,642 433 (2) 92,073 Foreign government securities 25,351 184 (10) 25,525 Total $ 461,455 $ 2,552 $ (57) $ 463,950 The Company's investments within customer funds as of June 30, 2021 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 80,092 $ 1 $ (7) $ 80,086 U.S. government securities 418,119 17 (40) 418,096 Total $ 498,211 $ 18 $ (47) $ 498,182 The Company's investments within customer funds as of December 31, 2020 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 113,156 $ 22 $ — $ 113,178 U.S. government securities 333,323 28 (5) 333,346 Total $ 446,479 $ 50 $ (5) $ 446,524 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Fair Value | The Company's gross unrealized losses and fair values for those investments that were in an unrealized loss position as of June 30, 2021 and December 31, 2020, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows (in thousands): June 30, 2021 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 17,296 $ (3) $ — $ — $ 17,296 $ (3) Corporate bonds 171,862 (82) 1,536 (9) 173,398 (91) U.S. government securities 185,890 (19) — — 185,890 (19) Foreign government securities 32,613 (52) — — 32,613 (52) Total $ 407,661 $ (156) $ 1,536 $ (9) $ 409,197 $ (165) Long-term debt securities: U.S. agency securities $ 91,041 $ (92) $ — $ — $ 91,041 $ (92) Corporate bonds 344,305 (781) — — 344,305 (781) Municipal securities 12,499 (13) — — 12,499 (13) U.S. government securities 245,982 (293) — — 245,982 (293) Foreign government securities 13,262 (4) — — 13,262 (4) Total $ 707,089 $ (1,183) $ — $ — $ 707,089 $ (1,183) December 31, 2020 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 41,711 $ (162) $ 2,505 $ (2) $ 44,216 $ (164) Corporate bonds 15,255 (14) — — 15,255 (14) Municipal securities 2,566 (3) — — 2,566 (3) U.S. government securities 45,970 (4) — — 45,970 (4) Foreign government securities 21,341 (82) — — 21,341 (82) Total $ 126,843 $ (265) $ 2,505 $ (2) $ 129,348 $ (267) Long-term debt securities: U.S. agency securities $ 1,406 $ (3) $ — $ — $ 1,406 $ (3) Corporate bonds 28,189 (42) — — 28,189 (42) U.S. government securities 8,658 (2) — — 8,658 (2) Foreign government securities 10,929 (10) — — 10,929 (10) Total $ 49,182 $ (57) $ — $ — $ 49,182 $ (57) The gross unrealized losses and fair values for those investments that were in an unrealized loss position as of June 30, 2021 and December 31, 2020, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows (in thousands): June 30, 2021 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 30,091 $ (7) $ — $ — $ 30,091 $ (7) U.S. government securities 220,980 (40) — — 220,980 (40) Total $ 251,071 $ (47) $ — $ — $ 251,071 $ (47) December 31, 2020 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. government securities $ 73,609 $ (5) $ — $ — $ 73,609 $ (5) Total $ 73,609 $ (5) $ — $ — $ 73,609 $ (5) |
Contractual Maturities of Short-Term and Long-Term Investments | The contractual maturities of the Company's short-term and long-term investments as of June 30, 2021 are as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 1,014,007 $ 1,014,903 Due in one to five years 947,209 947,093 Total $ 1,961,216 $ 1,961,996 The contractual maturities of the Company's investments within customer funds as of June 30, 2021 are as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 498,211 $ 498,182 Due in one to five years — — Total $ 498,211 $ 498,182 |
CUSTOMER FUNDS (Tables)
CUSTOMER FUNDS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Assets Underlying Customer Funds | The following table presents the assets underlying customer funds (in thousands): June 30, 2021 December 31, 2020 Cash $ 113,223 $ 145,577 Customer funds in transit — 262,562 Cash Equivalents: Money market funds 1,550,445 777,193 Reverse repurchase agreement (i) 654,928 246,880 U.S. agency securities 5,700 47,300 U.S. government securities 24,999 111,796 Short-term debt securities: U.S. agency securities 80,086 113,178 U.S. government securities 418,096 333,346 Total $ 2,847,477 $ 2,037,832 |
Investments within Customer Funds | The Company's short-term and long-term investments as of June 30, 2021 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 80,250 $ 244 $ (3) $ 80,491 Corporate bonds 287,231 497 (91) 287,637 Commercial paper 153,926 1 — 153,927 Municipal securities 12,565 11 — 12,576 U.S. government securities 424,955 251 (19) 425,187 Foreign government securities 55,080 57 (52) 55,085 Total $ 1,014,007 $ 1,061 $ (165) $ 1,014,903 Long-term debt securities: U.S. agency securities $ 152,423 $ 203 $ (92) $ 152,534 Corporate bonds 475,462 519 (781) 475,200 Municipal securities 16,890 18 (13) 16,895 U.S. government securities 276,984 226 (293) 276,917 Foreign government securities 25,450 101 (4) 25,547 Total $ 947,209 $ 1,067 $ (1,183) $ 947,093 The Company's short-term and long-term investments as of December 31, 2020 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 153,386 $ 782 $ (164) $ 154,004 Corporate bonds 76,957 256 (14) 77,199 Commercial paper 4,999 — — 4,999 Municipal securities 10,377 57 (3) 10,431 U.S. government securities 404,194 1,244 (4) 405,434 Foreign government securities 42,988 139 (82) 43,045 Total $ 692,901 $ 2,478 $ (267) $ 695,112 Long-term debt securities: U.S. agency securities $ 168,762 $ 519 $ (3) $ 169,278 Corporate bonds 174,655 1,401 (42) 176,014 Municipal securities 1,045 15 — 1,060 U.S. government securities 91,642 433 (2) 92,073 Foreign government securities 25,351 184 (10) 25,525 Total $ 461,455 $ 2,552 $ (57) $ 463,950 The Company's investments within customer funds as of June 30, 2021 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 80,092 $ 1 $ (7) $ 80,086 U.S. government securities 418,119 17 (40) 418,096 Total $ 498,211 $ 18 $ (47) $ 498,182 The Company's investments within customer funds as of December 31, 2020 are as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 113,156 $ 22 $ — $ 113,178 U.S. government securities 333,323 28 (5) 333,346 Total $ 446,479 $ 50 $ (5) $ 446,524 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Fair Value | The Company's gross unrealized losses and fair values for those investments that were in an unrealized loss position as of June 30, 2021 and December 31, 2020, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows (in thousands): June 30, 2021 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 17,296 $ (3) $ — $ — $ 17,296 $ (3) Corporate bonds 171,862 (82) 1,536 (9) 173,398 (91) U.S. government securities 185,890 (19) — — 185,890 (19) Foreign government securities 32,613 (52) — — 32,613 (52) Total $ 407,661 $ (156) $ 1,536 $ (9) $ 409,197 $ (165) Long-term debt securities: U.S. agency securities $ 91,041 $ (92) $ — $ — $ 91,041 $ (92) Corporate bonds 344,305 (781) — — 344,305 (781) Municipal securities 12,499 (13) — — 12,499 (13) U.S. government securities 245,982 (293) — — 245,982 (293) Foreign government securities 13,262 (4) — — 13,262 (4) Total $ 707,089 $ (1,183) $ — $ — $ 707,089 $ (1,183) December 31, 2020 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 41,711 $ (162) $ 2,505 $ (2) $ 44,216 $ (164) Corporate bonds 15,255 (14) — — 15,255 (14) Municipal securities 2,566 (3) — — 2,566 (3) U.S. government securities 45,970 (4) — — 45,970 (4) Foreign government securities 21,341 (82) — — 21,341 (82) Total $ 126,843 $ (265) $ 2,505 $ (2) $ 129,348 $ (267) Long-term debt securities: U.S. agency securities $ 1,406 $ (3) $ — $ — $ 1,406 $ (3) Corporate bonds 28,189 (42) — — 28,189 (42) U.S. government securities 8,658 (2) — — 8,658 (2) Foreign government securities 10,929 (10) — — 10,929 (10) Total $ 49,182 $ (57) $ — $ — $ 49,182 $ (57) The gross unrealized losses and fair values for those investments that were in an unrealized loss position as of June 30, 2021 and December 31, 2020, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows (in thousands): June 30, 2021 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 30,091 $ (7) $ — $ — $ 30,091 $ (7) U.S. government securities 220,980 (40) — — 220,980 (40) Total $ 251,071 $ (47) $ — $ — $ 251,071 $ (47) December 31, 2020 Less than 12 months Greater than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. government securities $ 73,609 $ (5) $ — $ — $ 73,609 $ (5) Total $ 73,609 $ (5) $ — $ — $ 73,609 $ (5) |
Contractual Maturities of Short-Term and Long-Term Investments | The contractual maturities of the Company's short-term and long-term investments as of June 30, 2021 are as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 1,014,007 $ 1,014,903 Due in one to five years 947,209 947,093 Total $ 1,961,216 $ 1,961,996 The contractual maturities of the Company's investments within customer funds as of June 30, 2021 are as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 498,211 $ 498,182 Due in one to five years — — Total $ 498,211 $ 498,182 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are classified as follows (in thousands): June 30, 2021 December 31, 2020 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash Equivalents: Money market funds $ 2,473,688 $ — $ — $ 1,694,736 $ — $ — U.S. agency securities — — — — 41,186 — Commercial paper — 56,491 — — — — Corporate bonds — 1,409 — — — — U.S. government securities 32,999 — — 15,000 — — Customer funds: Money market funds 1,550,445 — — 777,193 — — Reverse repurchase agreement 654,928 — — 246,880 — — U.S. agency securities — 85,786 — — 160,478 — U.S. government securities 443,095 — — 445,142 — — Short-term debt securities: U.S. agency securities — 80,491 — — 154,004 — Corporate bonds — 287,637 — — 77,199 — Commercial paper — 153,927 — — 4,999 — Municipal securities — 12,576 — — 10,431 — U.S. government securities 425,187 — — 405,434 — — Foreign government securities — 55,085 — — 43,045 — Long-term debt securities: U.S. agency securities — 152,534 — — 169,278 — Corporate bonds — 475,200 — — 176,014 — Municipal securities — 16,895 — — 1,060 — U.S. government securities 276,917 — — 92,073 — — Foreign government securities — 25,547 — — 25,525 — Other: Investment in marketable equity security — — — 376,258 — — Total $ 5,857,259 $ 1,403,578 $ — $ 4,052,716 $ 863,219 $ — June 30, 2021 December 31, 2020 Carrying Value Fair Value (Level 2) Carrying Value Fair Value (Level 2) 2031 Senior Notes $ 986,069 $ 1,009,930 $ — $ — 2026 Senior Notes 986,224 1,017,950 — — 2027 Convertible Notes 566,540 671,157 458,496 644,000 2026 Convertible Notes 566,769 649,290 482,204 638,250 2025 Convertible Notes 988,835 2,072,100 858,332 1,912,440 2023 Convertible Notes 746,837 2,371,017 780,046 2,417,820 2022 Convertible Notes 4,681 49,857 7,846 80,731 Total $ 4,845,955 $ 7,841,301 $ 2,586,924 $ 5,693,241 The estimated fair value and carrying value of loans held for sale is as follows (in thousands): June 30, 2021 December 31, 2020 Carrying Value Fair Value (Level 3) Carrying Value Fair Value (Level 3) Loans held for sale $ 807,402 $ 912,254 $ 462,665 $ 467,805 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | The following is a summary of property and equipment, less accumulated depreciation and amortization (in thousands): June 30, 2021 December 31, 2020 Leasehold improvements $ 192,619 $ 168,125 Computer equipment 156,205 139,174 Capitalized software 139,033 119,452 Office furniture and equipment 39,531 34,890 Total 527,388 461,641 Less: Accumulated depreciation and amortization (266,505) (228,121) Property and equipment, net $ 260,883 $ 233,520 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Assets Acquired and Liabilities Assumed | The table below summarizes the consideration paid for TIDAL and the preliminary assessment of the fair value of the assets acquired and liabilities assumed at the closing date (in thousands, except share data).The Company is in the process of completing the determination of the fair values of certain tangible and intangible assets acquired, liabilities assumed and noncontrolling interests, including reviewing third party valuations, and accordingly, the preliminary values reflected in the table are subject to change. These changes will primarily relate to the fair value assigned to intangible assets acquired, royalty liabilities assumed, and evaluation of contingencies and tax effects related to the acquisition. Consideration: Cash $ 176,663 Deferred consideration 50,528 Stock (41,138 shares of Class A common stock) 10,071 $ 237,262 Recognized amounts of identifiable assets acquired and liabilities assumed: Current assets (inclusive of cash acquired of $12,358) $ 33,294 Intangible customer assets 69,000 Intangible technology assets 29,000 Intangible trade name 35,000 Intangible other assets 8,000 Other non-current assets 33,747 Accrued expenses and other current liabilities (67,789) Other non-current liabilities (39,625) Total identifiable net assets acquired 100,627 Noncontrolling interests (48,192) Goodwill 184,827 Total $ 237,262 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Change in Carrying Value of Goodwill | The change in carrying value of goodwill in the period was as follows (in thousands): Balance at December 31, 2020 $ 316,701 Acquisitions 184,827 Other (128) Balance at June 30, 2021 $ 501,400 Cash App Seller Corporate and Other Total Balance at December 31, 2020 $ 128,838 $ 187,863 $ — $ 316,701 Acquisitions — — 184,827 184,827 Other (128) — — (128) Balance at June 30, 2021 $ 128,710 $ 187,863 $ 184,827 $ 501,400 |
ACQUIRED INTANGIBLE ASSETS (Tab
ACQUIRED INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite Lived Intangible Assets | The following table presents the detail of acquired intangible assets as of the periods presented (in thousands): Balance at June 30, 2021 Weighted Average Estimated Useful Life Cost Accumulated Amortization Net Technology assets 5 years $ 148,540 $ (52,652) $ 95,888 Customer assets 15 years 127,422 (14,367) 113,055 Trade name 9 years 53,340 (10,534) 42,806 Other 9 years 13,720 (3,273) 10,447 Total $ 343,022 $ (80,826) $ 262,196 Balance at December 31, 2020 Weighted Average Estimated Useful Life Cost Accumulated Amortization Net Technology assets 5 years $ 119,508 $ (43,084) $ 76,424 Customer assets 11 years 58,556 (10,796) 47,760 Trade name 6 years 18,529 (8,031) 10,498 Other 8 years 5,733 (2,803) 2,930 Total $ 202,326 $ (64,714) $ 137,612 The changes to the carrying value of intangible assets were as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Acquired intangible assets, net, beginning of the period $ 129,796 $ 81,936 $ 137,612 $ 69,079 Acquisitions 141,000 22,000 141,000 39,009 Amortization expense (9,234) (4,134) (16,118) (8,286) Other 634 — (298) — Acquired intangible assets, net, end of the period $ 262,196 $ 99,802 $ 262,196 $ 99,802 |
Future Amortization Expense of Intangible Assets | The estimated future amortization expense of intangible assets in future periods as of June 30, 2021 is as follows (in thousands): Remainder of 2021 $ 20,781 2022 39,535 2023 38,284 2024 35,306 2025 28,479 Thereafter 99,811 Total $ 262,196 |
OTHER CONSOLIDATED BALANCE SH_3
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Current Assets | The following table presents the detail of other current assets (in thousands): June 30, 2021 December 31, 2020 Loans held for investment, net of allowance for loan losses (i) $ 33,130 $ — Inventory, net 58,786 61,129 Restricted cash 15,088 30,279 Processing costs receivable 213,014 148,606 Prepaid expenses 55,658 34,279 Accounts receivable, net 75,266 41,960 Other 142,520 66,814 Total $ 593,462 $ 383,067 (i) In April 2021, the Company began originating loans in the U.S. through its wholly-owned subsidiary bank, Square Financial Services, Inc., and discontinued a prior arrangement with an industrial bank partner. Refer to Note 6, Loans Held for Investment for further details . |
Accrued Expenses and Other Current Liabilities | The following table presents the detail of accrued expenses and other current liabilities (in thousands): June 30, 2021 December 31, 2020 Accrued expenses $ 169,166 $ 126,710 Square Payroll payable (i) 67,236 16,990 Accrued royalties 48,454 — Accrued transaction losses (ii) 48,480 70,557 Accounts payable 55,053 47,089 Deferred revenue, current 52,389 44,908 Current portion of long-term debt 4,681 — Other 70,354 54,596 Total $ 515,813 $ 360,850 (i) Square Payroll payable represents amounts received from Square Payroll product customers that will be utilized to settle the customers' employee payroll and related obligations. (ii) The Company is exposed to potential credit losses related to transactions processed by sellers that are subsequently subject to chargebacks when the Company is unable to collect from the sellers primarily due to insolvency. Generally, the Company estimates the potential loss rates based on historical experience that is continuously adjusted for new information and incorporates, where applicable, reasonable and supportable forecasts about future expectations. The following table summarizes the activities of the Company’s reserve for transaction losses (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Accrued transaction losses, beginning of the period $ 48,622 $ 96,661 $ 70,557 $ 34,771 Provision for transaction losses 27,784 32,770 21,042 112,073 Charge-offs to accrued transaction losses (27,926) (20,370) (43,119) (37,783) Accrued transaction losses, end of the period $ 48,480 $ 109,061 $ 48,480 $ 109,061 |
Reserve for Transaction Losses | The following table summarizes the activities of the Company’s reserve for transaction losses (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Accrued transaction losses, beginning of the period $ 48,622 $ 96,661 $ 70,557 $ 34,771 Provision for transaction losses 27,784 32,770 21,042 112,073 Charge-offs to accrued transaction losses (27,926) (20,370) (43,119) (37,783) Accrued transaction losses, end of the period $ 48,480 $ 109,061 $ 48,480 $ 109,061 |
OTHER CONSOLIDATED BALANCE SH_4
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Non-Current Assets | The following table presents the detail of other non-current assets (in thousands): June 30, 2021 December 31, 2020 Investment in non-marketable equity securities (i) $ 86,971 $ 32,510 Investment in marketable equity security (ii) — 376,258 Investment in bitcoin, net (iii) 154,888 50,000 Restricted cash 74,569 13,526 Other 66,176 26,956 Total $ 382,604 $ 499,250 (i) Investment in non-marketable equity securities includes the Company's investments in equity instruments of non-public entities. These investments are measured using the measurement alternative and are therefore carried at cost, less impairment, adjusted for observable price changes. Additionally, the Company holds a non-marketable common stock warrant in a public entity. The warrant is carried at fair value, with changes in fair value being recorded within other expense (income), net on the condensed consolidated statement of operations. (ii) In December 2020, upon completion of the initial public offering of DoorDash Inc. ("DoorDash"), the shares of preferred stock held by the Company converted into Class A common stock of DoorDash. The investment was carried at fair value, with changes in fair value being recorded within other income or expense on the condensed consolidated statement of operations. During the three and six months ended June 30, 2021, the Company recorded net gains of $73.3 million and $44.4 million, respectively, arising from the revaluation of the investment. In June 2021, the Company completed the sale of its remaining investment in DoorDash and it will have no further impact on the Company's results in future periods. (iii) The Company invested $50.0 million and $170.0 million in bitcoin in the fourth quarter of 2020 and the first quarter of 2021, respectively. Bitcoin is accounted for as an indefinite lived intangible asset, and thus, is subject to impairment losses if the fair value of bitcoin decreases below the carrying value during the assessed period. Impairment losses cannot be recovered for any subsequent increase in fair value until the sale of the asset. In the second quarter of 2021, the Company began lending a portion of its bitcoin investments to third parties. As of June 30, 2021, $6.3 million of the Company's investments in bitcoin had been loaned to third party borrowers. Bitcoin is an indefinite-lived intangible asset and under the terms of the lending arrangement it must be returned to the Company. As such, the bitcoin lent will not be derecognized and will continue to be carried at cost less impairment losses. Income generated from the lending arrangement is recorded in other expense (income), net on the condensed consolidated statements of operations. |
Other Non-Current Liabilities | The following table presents the detail of other non-current liabilities (in thousands): June 30, 2021 December 31, 2020 Statutory liabilities (i) $ 125,849 $ 75,370 Other 60,520 9,921 Total $ 186,369 $ 85,291 (i) Statutory liabilities represent loss contingencies that may arise from the Company's interpretation and application of certain guidelines and rules issued by various federal, state, local, and foreign regulatory authorities. |
INDEBTEDNESS (Tables)
INDEBTEDNESS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Net Carrying Amount of Convertible Notes | The net carrying amount of the Notes were as follows (in thousands): Principal outstanding Unamortized debt issuance costs Net carrying value June 30, 2021 2031 Senior Notes $ 1,000,000 $ (13,931) $ 986,069 2026 Senior Notes 1,000,000 (13,776) 986,224 2027 Convertible Notes 575,000 (8,460) 566,540 2026 Convertible Notes 575,000 (8,231) 566,769 2025 Convertible Notes 1,000,000 (11,165) 988,835 2023 Convertible Notes 749,089 (2,252) 746,837 2022 Convertible Notes 4,698 (17) 4,681 Total $ 4,903,787 $ (57,832) $ 4,845,955 As discussed above, upon the adoption of ASU No. 2020-06, the Company reversed the separation of the debt and equity components of the Convertible Notes, and accounted for the Convertible Notes wholly as debt. Additionally, the issuance costs of the Notes were accounted for as debt issuance costs in its entirety. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies for further details on the impact of adoption. Principal outstanding Unamortized debt discount Unamortized debt issuance costs Net carrying value December 31, 2020 2027 Convertible Notes $ 575,000 $ (109,134) $ (7,370) $ 458,496 2026 Convertible Notes 575,000 (85,085) (7,711) 482,204 2025 Convertible Notes 1,000,000 (130,335) (11,333) 858,332 2023 Convertible Notes 862,500 (79,980) (2,474) 780,046 2022 Convertible Notes 8,545 (629) (70) 7,846 Total $ 3,021,045 $ (405,163) $ (28,958) $ 2,586,924 The net carrying amount of the equity component of the Convertible Notes as of December 31, 2020 were as follows (in thousands): Amount allocated to conversion option Less: allocated issuance costs Equity component, net December 31, 2020 2027 Convertible Notes $ 111,000 $ (1,793) $ 109,207 2026 Convertible Notes 87,000 (1,405) 85,595 2025 Convertible Notes 154,600 (2,342) 152,258 2023 Convertible Notes 155,250 (1,231) 154,019 2022 Convertible Notes 1,674 (45) 1,629 Total $ 509,524 $ (6,816) $ 502,708 |
Interest Expense on Convertible Notes | The Company recognized interest expense on the Notes as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Contractual interest expense $ 8,497 $ 1,565 $ 10,225 $ 2,938 Amortization of debt issuance costs (i) 2,305 17,580 4,137 30,108 Total $ 10,802 $ 19,145 $ 14,362 $ 33,046 (i) Upon adoption of ASU No. 2020-06, the debt discount associated with the equity component on convertible debt outstanding was reversed which resulted in a decrease in the amount of non-cash interest expense to be recognized going forward. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity for the six months ended June 30, 2021 is as follows (in thousands, except share and per share data): Number of Stock Options Outstanding Weighted Weighted Aggregate Balance at December 31, 2020 13,630,882 $ 17.84 3.84 $ 2,723,394 Granted 183,441 253.79 Exercised (2,941,086) 12.92 Balance at June 30, 2021 10,873,237 $ 23.16 4.03 $ 2,400,927 Options exercisable as of June 30, 2021 9,415,552 $ 13.51 3.32 $ 2,168,406 |
Restricted Stock Awards and Restricted Stock Units Activity | Activity related to RSAs and RSUs during the six months ended June 30, 2021 is set forth below: Number of Weighted Unvested as of December 31, 2020 15,622,645 $ 71.71 Granted 3,344,454 241.35 Vested (3,561,075) 58.31 Forfeited (463,928) 85.96 Unvested as of June 30, 2021 14,942,096 $ 112.43 |
Summary of the Effect of Share-Based Compensation on the Condensed Consolidated Statements of Operations | The following table summarizes the effects of share-based compensation on the Company's condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Cost of revenue $ 112 $ 95 $ 211 $ 171 Product development 106,161 69,565 193,056 126,965 Sales and marketing 13,777 8,884 24,657 15,291 General and administrative 26,315 17,636 47,064 31,056 Total $ 146,365 $ 96,180 $ 264,988 $ 173,483 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Share | The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) $ 203,678 $ (11,478) $ 242,686 $ (117,369) Net income (loss) attributable to noncontrolling interests (343) — (343) — Net income (loss) attributable to common stockholders $ 204,021 $ (11,478) $ 243,029 $ (117,369) Denominator: Basic shares: Weighted-average common shares outstanding 455,820 440,815 455,618 438,248 Weighted-average unvested shares (389) (698) (415) (719) Weighted-average shares used to compute basic net income (loss) per share: 455,431 440,117 455,203 437,529 Diluted shares: Stock options, restricted stock, and employee stock purchase plan 18,825 — 19,897 — Convertible senior notes 23,351 — 19,585 — Common stock warrants 24,971 — 25,028 — Weighted-average shares used to compute diluted net income (loss) per share: 522,578 440,117 519,713 437,529 Net income (loss) per share attributable to common stockholders: Basic $ 0.45 $ (0.03) $ 0.53 $ (0.27) Diluted $ 0.40 $ (0.03) $ 0.48 $ (0.27) |
Antidilutive Securities Excluded from Calculation of Diluted Net Income (Loss) Per Share | The following potential common shares were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Stock options, restricted stock, and employee stock purchase plan 7,743 38,154 6,926 37,072 Common stock warrants 17,390 38,516 17,333 35,565 Convertible senior notes — 27,459 3,845 24,923 Total anti-dilutive securities 25,133 104,129 28,104 97,560 |
SEGMENT AND GEOGRAPHICAL INFO_2
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting Information, by Segment | Information on the reportable segments revenue and segment gross profit are as follows (in thousands): Three Months Ended Six Months Ended Cash App Seller Corporate and Other (i) Total Cash App Seller Corporate and Other (i) Total Revenue Transaction-based revenue $ 110,950 $ 1,116,522 $ — $ 1,227,472 $ 202,909 $ 1,984,296 $ — $ 2,187,205 Subscription and services-based revenue 494,945 151,240 38,993 685,178 931,534 272,332 38,993 1,242,859 Hardware revenue — 43,726 — 43,726 — 72,514 — 72,514 Bitcoin revenue 2,724,296 — — 2,724,296 6,235,364 — — 6,235,364 Segment revenue $ 3,330,191 $ 1,311,488 $ 38,993 $ 4,680,672 $ 7,369,807 $ 2,329,142 $ 38,993 $ 9,737,942 Segment gross profit $ 546,053 $ 585,137 $ 9,874 $ 1,141,064 $ 1,041,538 $ 1,053,153 $ 9,874 $ 2,104,565 Three Months Ended Six Months Ended Cash App Seller Corporate and Other (i) Total Cash App Seller Corporate and Other (i) Total Revenue Transaction-based revenue $ 53,657 $ 628,915 $ — $ 682,572 $ 81,476 $ 1,359,197 $ — $ 1,440,673 Subscription and services-based revenue 271,156 75,119 — 346,275 464,881 177,629 — 642,510 Hardware revenue — 19,322 — 19,322 — 39,997 — 39,997 Bitcoin revenue 875,456 — — 875,456 1,181,554 — — 1,181,554 Segment revenue $ 1,200,269 $ 723,356 $ — $ 1,923,625 $ 1,727,911 $ 1,576,823 $ — $ 3,304,734 Segment gross profit $ 281,063 $ 315,700 $ — $ 596,763 $ 463,795 $ 671,469 $ — $ 1,135,264 (i) Corporate and other represents results related to products and services that are not assigned to a specific reportable segment. Comparable prior period amounts have not been disclosed as they were not material. |
Reconciliation of Total Segment Profit to Income before applicable Income Taxes | A reconciliation of total segment gross profit to the Company’s income (loss) before applicable income taxes is as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Total segment gross profit $ 1,141,064 $ 596,763 $ 2,104,565 $ 1,135,264 Less: Product development 326,510 207,730 636,651 403,606 Less: Sales and marketing 375,101 238,096 724,561 432,631 Less: General and administrative 221,020 136,386 416,929 265,881 Less: Transaction and loan losses 48,173 37,603 68,568 146,486 Less: Bitcoin impairment losses 45,266 — 65,126 — Less: Interest expense, net 6,464 14,769 6,717 23,975 Less: Other (income), net (75,788) (25,591) (48,260) (19,729) Income (loss) before applicable income taxes $ 194,318 $ (12,230) $ 234,273 $ (117,586) |
Revenue by Geographic Area | Revenue by geography is based on the addresses of the sellers or customers. The following table sets forth revenue by geographic area (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenue United States $ 4,536,603 $ 1,865,985 $ 9,499,938 $ 3,179,571 International 144,069 57,640 238,004 125,163 Total net revenue $ 4,680,672 $ 1,923,625 $ 9,737,942 $ 3,304,734 |
Long-lived Assets by Geographic Area | The following table sets forth long-lived assets by geographic area (in thousands): June 30, 2021 December 31, 2020 Long-lived assets United States $ 1,394,141 $ 1,086,379 International 91,615 58,342 Total long-lived assets $ 1,485,756 $ 1,144,721 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash and Cash Equivalents | The supplemental disclosures of cash flow information consist of the following (in thousands): Six Months Ended 2021 2020 Analysis of cash, cash equivalents, and restricted cash Cash and cash equivalents $ 4,581,234 $ 1,972,762 Short-term restricted cash 15,088 19,761 Long-term restricted cash 74,569 13,685 Cash, cash equivalents, and restricted cash $ 4,670,891 $ 2,006,208 |
Restrictions on Cash and Cash Equivalents | The supplemental disclosures of cash flow information consist of the following (in thousands): Six Months Ended 2021 2020 Analysis of cash, cash equivalents, and restricted cash Cash and cash equivalents $ 4,581,234 $ 1,972,762 Short-term restricted cash 15,088 19,761 Long-term restricted cash 74,569 13,685 Cash, cash equivalents, and restricted cash $ 4,670,891 $ 2,006,208 |
Cash Flow, Supplemental Disclosures | Six Months Ended 2021 2020 Supplemental Cash Flow Data: Cash paid for interest $ 3,945 $ 2,553 Cash paid for income taxes 8,009 3,156 Supplemental disclosures of non-cash investing and financing activities: Right-of-use assets obtained in exchange for operating lease obligations 36,667 304,132 Purchases of property and equipment in accounts payable and accrued expenses 17,115 8,010 Unpaid business combination purchase price 50,528 7,439 Fair value of common stock issued and issuable in future related to business combination (10,007) (35,318) Fair value of common stock issued to settle the conversion of senior notes (394,560) (77,614) Fair value of shares received to settle senior note hedges 1,292,705 71,062 Bitcoin lent to third party borrowers $ (6,334) $ — |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | Jan. 01, 2021USD ($) | Jun. 30, 2021USD ($)customer | Jun. 30, 2020USD ($)customer | Jun. 30, 2021USD ($)third_party_processorcustomer | Jun. 30, 2020USD ($)customer | Dec. 31, 2020USD ($)third_party_processor |
Concentration Risk [Line Items] | ||||||
Advertising costs | $ 87,400 | $ 34,000 | $ 173,300 | $ 70,100 | ||
Selling and marketing expenses not directly related to a revenue generating transaction | 189,000 | $ 149,900 | 372,700 | $ 256,700 | ||
Impact of accounting standards update adoption | $ 2,688,852 | $ 2,688,852 | $ 2,681,569 | |||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | Convertible Debt | ||||||
Concentration Risk [Line Items] | ||||||
Debt instrument increase | $ 399,700 | |||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | Retained earnings (Accumulated deficit) | ||||||
Concentration Risk [Line Items] | ||||||
Impact of accounting standards update adoption | 103,000 | |||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | Additional paid-in capital | ||||||
Concentration Risk [Line Items] | ||||||
Impact of accounting standards update adoption | $ (502,700) | |||||
Minimum | ||||||
Concentration Risk [Line Items] | ||||||
Settlements receivable period | 1 day | |||||
Maximum | ||||||
Concentration Risk [Line Items] | ||||||
Settlements receivable period | 2 days | |||||
Revenue Benchmark | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Number of customers accounting for greater than 10% of total net revenue | customer | 0 | 0 | 0 | 0 | ||
Settlements Receivable | Credit Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Number of third party processors | third_party_processor | 2 | 2 | ||||
Settlements Receivable | Credit Concentration Risk | Third Party Processor One | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk | 49.00% | 59.00% | ||||
Settlements Receivable | Credit Concentration Risk | Third Party Processor Two | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk | 36.00% | 27.00% |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 4,680,672 | $ 1,923,625 | $ 9,737,942 | $ 3,304,734 |
Transaction-based revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,227,472 | 682,572 | 2,187,205 | 1,440,673 |
Subscription and services-based revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 631,402 | 328,763 | 1,156,467 | 584,646 |
Revenues from other sources | 53,776 | 17,512 | 86,392 | 57,864 |
Revenue | 685,178 | 346,275 | 1,242,859 | 642,510 |
Hardware revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 43,726 | 19,322 | 72,514 | 39,997 |
Bitcoin revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 2,724,296 | $ 875,456 | $ 6,235,364 | $ 1,181,554 |
REVENUE - Deferred Revenue (Det
REVENUE - Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Movement in Deferred Revenue [Roll Forward] | ||||
Deferred revenue, beginning of the period | $ 54,726 | $ 47,046 | $ 51,804 | $ 44,331 |
Deferred revenue, end of the period | 59,501 | 51,549 | 59,501 | 51,549 |
Deferred revenue arising from business combination | 5,380 | 0 | 5,380 | 0 |
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period | $ 20,778 | $ 16,288 | $ 31,743 | $ 26,483 |
INVESTMENTS IN DEBT SECURITIE_2
INVESTMENTS IN DEBT SECURITIES - Short-Term and Long-Term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 1,961,216 | |
Fair Value | 1,961,996 | |
Short-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,014,007 | $ 692,901 |
Gross Unrealized Gains | 1,061 | 2,478 |
Gross Unrealized Losses | (165) | (267) |
Fair Value | 1,014,903 | 695,112 |
Long-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 947,209 | 461,455 |
Gross Unrealized Gains | 1,067 | 2,552 |
Gross Unrealized Losses | (1,183) | (57) |
Fair Value | 947,093 | 463,950 |
U.S. agency securities | Short-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 80,250 | 153,386 |
Gross Unrealized Gains | 244 | 782 |
Gross Unrealized Losses | (3) | (164) |
Fair Value | 80,491 | 154,004 |
U.S. agency securities | Long-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 152,423 | 168,762 |
Gross Unrealized Gains | 203 | 519 |
Gross Unrealized Losses | (92) | (3) |
Fair Value | 152,534 | 169,278 |
Corporate bonds | Short-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 287,231 | 76,957 |
Gross Unrealized Gains | 497 | 256 |
Gross Unrealized Losses | (91) | (14) |
Fair Value | 287,637 | 77,199 |
Corporate bonds | Long-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 475,462 | 174,655 |
Gross Unrealized Gains | 519 | 1,401 |
Gross Unrealized Losses | (781) | (42) |
Fair Value | 475,200 | 176,014 |
Commercial paper | Short-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 153,926 | 4,999 |
Gross Unrealized Gains | 1 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 153,927 | 4,999 |
Municipal securities | Short-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 12,565 | 10,377 |
Gross Unrealized Gains | 11 | 57 |
Gross Unrealized Losses | 0 | (3) |
Fair Value | 12,576 | 10,431 |
Municipal securities | Long-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 16,890 | 1,045 |
Gross Unrealized Gains | 18 | 15 |
Gross Unrealized Losses | (13) | 0 |
Fair Value | 16,895 | 1,060 |
U.S. government securities | Short-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 424,955 | 404,194 |
Gross Unrealized Gains | 251 | 1,244 |
Gross Unrealized Losses | (19) | (4) |
Fair Value | 425,187 | 405,434 |
U.S. government securities | Long-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 276,984 | 91,642 |
Gross Unrealized Gains | 226 | 433 |
Gross Unrealized Losses | (293) | (2) |
Fair Value | 276,917 | 92,073 |
Foreign government securities | Short-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 55,080 | 42,988 |
Gross Unrealized Gains | 57 | 139 |
Gross Unrealized Losses | (52) | (82) |
Fair Value | 55,085 | 43,045 |
Foreign government securities | Long-term debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 25,450 | 25,351 |
Gross Unrealized Gains | 101 | 184 |
Gross Unrealized Losses | (4) | (10) |
Fair Value | $ 25,547 | $ 25,525 |
INVESTMENTS IN DEBT SECURITIE_3
INVESTMENTS IN DEBT SECURITIES - Debt Securities, Available-for-sale, Unrealized Loss Position, Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Short-term debt securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | $ 407,661 | $ 126,843 |
Less than 12 Months, Gross Unrealized Losses | (156) | (265) |
Greater than 12 months, Fair Value | 1,536 | 2,505 |
Greater than 12 months, Gross Unrealized Losses | (9) | (2) |
Total, Fair Value | 409,197 | 129,348 |
Total, Gross Unrealized Losses | (165) | (267) |
Short-term debt securities | U.S. agency securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 17,296 | 41,711 |
Less than 12 Months, Gross Unrealized Losses | (3) | (162) |
Greater than 12 months, Fair Value | 0 | 2,505 |
Greater than 12 months, Gross Unrealized Losses | 0 | (2) |
Total, Fair Value | 17,296 | 44,216 |
Total, Gross Unrealized Losses | (3) | (164) |
Short-term debt securities | Corporate bonds | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 171,862 | 15,255 |
Less than 12 Months, Gross Unrealized Losses | (82) | (14) |
Greater than 12 months, Fair Value | 1,536 | 0 |
Greater than 12 months, Gross Unrealized Losses | (9) | 0 |
Total, Fair Value | 173,398 | 15,255 |
Total, Gross Unrealized Losses | (91) | (14) |
Short-term debt securities | Municipal securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 2,566 | |
Less than 12 Months, Gross Unrealized Losses | (3) | |
Greater than 12 months, Fair Value | 0 | |
Greater than 12 months, Gross Unrealized Losses | 0 | |
Total, Fair Value | 2,566 | |
Total, Gross Unrealized Losses | (3) | |
Short-term debt securities | U.S. government securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 185,890 | 45,970 |
Less than 12 Months, Gross Unrealized Losses | (19) | (4) |
Greater than 12 months, Fair Value | 0 | 0 |
Greater than 12 months, Gross Unrealized Losses | 0 | 0 |
Total, Fair Value | 185,890 | 45,970 |
Total, Gross Unrealized Losses | (19) | (4) |
Short-term debt securities | Foreign government securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 32,613 | 21,341 |
Less than 12 Months, Gross Unrealized Losses | (52) | (82) |
Greater than 12 months, Fair Value | 0 | 0 |
Greater than 12 months, Gross Unrealized Losses | 0 | 0 |
Total, Fair Value | 32,613 | 21,341 |
Total, Gross Unrealized Losses | (52) | (82) |
Long-term debt securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 707,089 | 49,182 |
Less than 12 Months, Gross Unrealized Losses | (1,183) | (57) |
Greater than 12 months, Fair Value | 0 | 0 |
Greater than 12 months, Gross Unrealized Losses | 0 | 0 |
Total, Fair Value | 707,089 | 49,182 |
Total, Gross Unrealized Losses | (1,183) | (57) |
Long-term debt securities | U.S. agency securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 91,041 | 1,406 |
Less than 12 Months, Gross Unrealized Losses | (92) | (3) |
Greater than 12 months, Fair Value | 0 | 0 |
Greater than 12 months, Gross Unrealized Losses | 0 | 0 |
Total, Fair Value | 91,041 | 1,406 |
Total, Gross Unrealized Losses | (92) | (3) |
Long-term debt securities | Corporate bonds | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 344,305 | 28,189 |
Less than 12 Months, Gross Unrealized Losses | (781) | (42) |
Greater than 12 months, Fair Value | 0 | 0 |
Greater than 12 months, Gross Unrealized Losses | 0 | 0 |
Total, Fair Value | 344,305 | 28,189 |
Total, Gross Unrealized Losses | (781) | (42) |
Long-term debt securities | Municipal securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 12,499 | |
Less than 12 Months, Gross Unrealized Losses | (13) | |
Greater than 12 months, Fair Value | 0 | |
Greater than 12 months, Gross Unrealized Losses | 0 | |
Total, Fair Value | 12,499 | |
Total, Gross Unrealized Losses | (13) | |
Long-term debt securities | U.S. government securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 245,982 | 8,658 |
Less than 12 Months, Gross Unrealized Losses | (293) | (2) |
Greater than 12 months, Fair Value | 0 | 0 |
Greater than 12 months, Gross Unrealized Losses | 0 | 0 |
Total, Fair Value | 245,982 | 8,658 |
Total, Gross Unrealized Losses | (293) | (2) |
Long-term debt securities | Foreign government securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 13,262 | 10,929 |
Less than 12 Months, Gross Unrealized Losses | (4) | (10) |
Greater than 12 months, Fair Value | 0 | 0 |
Greater than 12 months, Gross Unrealized Losses | 0 | 0 |
Total, Fair Value | 13,262 | 10,929 |
Total, Gross Unrealized Losses | $ (4) | $ (10) |
INVESTMENTS IN DEBT SECURITIE_4
INVESTMENTS IN DEBT SECURITIES - Contractual Maturities of Short-Term and Long-Term Investments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Amortized Cost | |
Due in one year or less | $ 1,014,007 |
Due in one to five years | 947,209 |
Amortized Cost | 1,961,216 |
Fair Value | |
Due in one year or less | 1,014,903 |
Due in one to five years | 947,093 |
Fair Value | $ 1,961,996 |
CUSTOMER FUNDS - Assets Underly
CUSTOMER FUNDS - Assets Underlying Customer Funds (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Customer funds | $ 2,847,477 | $ 2,037,832 |
Customer Funds In Transit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Customer funds | 0 | 262,562 |
U.S. agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Customer funds | 80,086 | 113,178 |
U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Customer funds | 418,096 | 333,346 |
Cash | ||
Debt Securities, Available-for-sale [Line Items] | ||
Customer funds | 113,223 | 145,577 |
Cash Equivalents | Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Customer funds | 1,550,445 | 777,193 |
Cash Equivalents | Reverse repurchase agreement | ||
Debt Securities, Available-for-sale [Line Items] | ||
Customer funds | 654,928 | 246,880 |
Cash Equivalents | U.S. agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Customer funds | 5,700 | 47,300 |
Cash Equivalents | U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Customer funds | $ 24,999 | $ 111,796 |
CUSTOMER FUNDS - Investments wi
CUSTOMER FUNDS - Investments within Customer Funds (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 1,961,216 | |
Fair Value | 1,961,996 | |
Customer funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 498,211 | $ 446,479 |
Gross Unrealized Gains | 18 | 50 |
Gross Unrealized Losses | (47) | (5) |
Fair Value | 498,182 | 446,524 |
Customer funds | U.S. agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 80,092 | 113,156 |
Gross Unrealized Gains | 1 | 22 |
Gross Unrealized Losses | (7) | 0 |
Fair Value | 80,086 | 113,178 |
Customer funds | U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 418,119 | 333,323 |
Gross Unrealized Gains | 17 | 28 |
Gross Unrealized Losses | (40) | (5) |
Fair Value | $ 418,096 | $ 333,346 |
CUSTOMER FUNDS - Debt Securitie
CUSTOMER FUNDS - Debt Securities, Available-for-sale, Unrealized Loss Position, Fair Value (Details) - Customer funds - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | $ 251,071 | $ 73,609 |
Less than 12 Months, Gross Unrealized Losses | (47) | (5) |
Greater than 12 months, Fair Value | 0 | 0 |
Greater than 12 months, Gross Unrealized Losses | 0 | 0 |
Total, Fair Value | 251,071 | 73,609 |
Total, Gross Unrealized Losses | (47) | (5) |
U.S. agency securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 30,091 | |
Less than 12 Months, Gross Unrealized Losses | (7) | |
Greater than 12 months, Fair Value | 0 | |
Greater than 12 months, Gross Unrealized Losses | 0 | |
Total, Fair Value | 30,091 | |
Total, Gross Unrealized Losses | (7) | |
U.S. government securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 220,980 | 73,609 |
Less than 12 Months, Gross Unrealized Losses | (40) | (5) |
Greater than 12 months, Fair Value | 0 | 0 |
Greater than 12 months, Gross Unrealized Losses | 0 | 0 |
Total, Fair Value | 220,980 | 73,609 |
Total, Gross Unrealized Losses | $ (40) | $ (5) |
CUSTOMER FUNDS - Contractual Ma
CUSTOMER FUNDS - Contractual Maturities of Short-Term and Long-Term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Amortized Cost | ||
Due in one year or less | $ 1,014,007 | |
Due in one to five years | 947,209 | |
Amortized Cost | 1,961,216 | |
Fair Value | ||
Due in one year or less | 1,014,903 | |
Due in one to five years | 947,093 | |
Fair Value | 1,961,996 | |
Customer funds | ||
Amortized Cost | ||
Due in one year or less | 498,211 | |
Due in one to five years | 0 | |
Amortized Cost | 498,211 | $ 446,479 |
Fair Value | ||
Due in one year or less | 498,182 | |
Due in one to five years | 0 | |
Fair Value | $ 498,182 | $ 446,524 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer funds | $ 2,847,477 | $ 2,037,832 |
Short-term debt securities | 1,014,903 | 695,112 |
Long-term debt securities | 947,093 | 463,950 |
U.S. agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer funds | 80,086 | 113,178 |
U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer funds | 418,096 | 333,346 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable equity security | 0 | 376,258 |
Total | 5,857,259 | 4,052,716 |
Fair Value, Measurements, Recurring | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 2,473,688 | 1,694,736 |
Customer funds | 1,550,445 | 777,193 |
Fair Value, Measurements, Recurring | Level 1 | Reverse repurchase agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer funds | 654,928 | 246,880 |
Fair Value, Measurements, Recurring | Level 1 | U.S. agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Customer funds | 0 | 0 |
Short-term debt securities | 0 | 0 |
Long-term debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Short-term debt securities | 0 | 0 |
Long-term debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 32,999 | 15,000 |
Customer funds | 443,095 | 445,142 |
Short-term debt securities | 425,187 | 405,434 |
Long-term debt securities | 276,917 | 92,073 |
Fair Value, Measurements, Recurring | Level 1 | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt securities | 0 | 0 |
Long-term debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Foreign government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt securities | 0 | 0 |
Long-term debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable equity security | 0 | 0 |
Total | 1,403,578 | 863,219 |
Fair Value, Measurements, Recurring | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Customer funds | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Reverse repurchase agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer funds | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | U.S. agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 41,186 |
Customer funds | 85,786 | 160,478 |
Short-term debt securities | 80,491 | 154,004 |
Long-term debt securities | 152,534 | 169,278 |
Fair Value, Measurements, Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 56,491 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 1,409 | 0 |
Short-term debt securities | 287,637 | 77,199 |
Long-term debt securities | 475,200 | 176,014 |
Fair Value, Measurements, Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt securities | 153,927 | 4,999 |
Fair Value, Measurements, Recurring | Level 2 | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Customer funds | 0 | 0 |
Short-term debt securities | 0 | 0 |
Long-term debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt securities | 12,576 | 10,431 |
Long-term debt securities | 16,895 | 1,060 |
Fair Value, Measurements, Recurring | Level 2 | Foreign government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt securities | 55,085 | 43,045 |
Long-term debt securities | 25,547 | 25,525 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable equity security | 0 | 0 |
Total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Customer funds | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Reverse repurchase agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer funds | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | U.S. agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Customer funds | 0 | 0 |
Short-term debt securities | 0 | 0 |
Long-term debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Short-term debt securities | 0 | 0 |
Long-term debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Customer funds | 0 | 0 |
Short-term debt securities | 0 | 0 |
Long-term debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt securities | 0 | 0 |
Long-term debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Foreign government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt securities | 0 | 0 |
Long-term debt securities | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value and Carrying Value of Convertible Senior Notes (Details) - Level 2 - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes | $ 4,845,955 | $ 2,586,924 |
Fair Value (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes | 7,841,301 | 5,693,241 |
2031 Senior Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 986,069 | 0 |
2031 Senior Notes | Fair Value (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 1,009,930 | 0 |
2026 Senior Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 986,224 | 0 |
2026 Senior Notes | Fair Value (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 1,017,950 | 0 |
2027 Convertible Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes | 566,540 | 458,496 |
2027 Convertible Notes | Fair Value (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes | 671,157 | 644,000 |
2026 Convertible Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes | 566,769 | 482,204 |
2026 Convertible Notes | Fair Value (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes | 649,290 | 638,250 |
2025 Convertible Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes | 988,835 | 858,332 |
2025 Convertible Notes | Fair Value (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes | 2,072,100 | 1,912,440 |
2023 Convertible Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes | 746,837 | 780,046 |
2023 Convertible Notes | Fair Value (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes | 2,371,017 | 2,417,820 |
2022 Convertible Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes | 4,681 | 7,846 |
2022 Convertible Notes | Fair Value (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes | $ 49,857 | $ 80,731 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value and Carrying Value of Loans Held for Sale (Details) - Level 3 - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans held for sale | $ 807,402 | $ 462,665 |
Fair Value (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans held for sale | $ 912,254 | $ 467,805 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 18 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Loans held for sale | $ 807,402 | $ 807,402 | $ 807,402 | $ 462,665 | ||
Loans held for sale forgiven | 134,900 | 290,300 | 336,600 | |||
Revenue | 4,680,672 | $ 1,923,625 | 9,737,942 | $ 3,304,734 | ||
Paycheck Protection Program, CARES Act Loans | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Loans held for sale | 690,700 | 690,700 | $ 690,700 | |||
Revenue | 14,900 | 24,300 | ||||
Loans Receivable Held-For-Sale | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Excess amortized cost over fair value of loans | $ 700 | $ 500 | $ 1,600 | $ 22,500 |
LOANS HELD FOR INVESTMENT (Deta
LOANS HELD FOR INVESTMENT (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Financing Receivable, Past Due [Line Items] | ||
Loans held for investment, net of allowance for loan losses | $ 33,130,000 | $ 0 |
Allowance for loan losses, charge-offs | 0 | |
Allowance for loans losses, recoveries | $ 0 | |
Nonperforming Financial Instruments | ||
Financing Receivable, Past Due [Line Items] | ||
Loans held for investment, threshold period past due | 90 days | |
Delinquent | ||
Financing Receivable, Past Due [Line Items] | ||
Loans held for investment, threshold period past due | 60 days |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 527,388 | $ 461,641 |
Less: Accumulated depreciation and amortization | (266,505) | (228,121) |
Property and equipment, net | 260,883 | 233,520 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 192,619 | 168,125 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 156,205 | 139,174 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 139,033 | 119,452 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 39,531 | $ 34,890 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense on property and equipment | $ 19.2 | $ 16.9 | $ 41.5 | $ 32.8 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - TIDAL - USD ($) $ in Thousands | May 20, 2021 | Apr. 30, 2021 | Sep. 30, 2021 |
Business Acquisition [Line Items] | |||
Percent of outstanding shares acquired | 86.23% | ||
Option period to acquire remaining noncontrolling interest | 3 years | ||
Cash consideration | $ 176,663 | ||
Equity consideration (in shares) | 41,138 | ||
Equity consideration | $ 10,071 | ||
Goodwill amount expected to be tax deductible | 88,500 | ||
Intangible assets (excluding goodwill) amount expected to be tax deductible | 111,000 | ||
Deferred consideration | $ 50,528 | ||
Deferred consideration, withheld period | 4 years | ||
Indemnification assets | $ 24,500 | ||
Purchase consideration has been withheld related to defined post-acquisition activities which will be expensed in future periods | $ 30,500 | ||
Forecast | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 227,200 |
ACQUISITIONS - Assets Acquired
ACQUISITIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Apr. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Goodwill | $ 501,400 | $ 316,701 | |
TIDAL | |||
Consideration: | |||
Cash | $ 176,663 | ||
Deferred consideration | 50,528 | ||
Stock (41,138 shares of Class A common stock) | $ 10,071 | ||
Equity consideration (in shares) | 41,138 | ||
Total consideration | $ 237,262 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Current assets (inclusive of cash acquired of $12,358) | 33,294 | ||
Cash acquired | 12,358 | ||
Other non-current assets | 33,747 | ||
Accrued expenses and other current liabilities | (67,789) | ||
Other non-current liabilities | (39,625) | ||
Total identifiable net assets acquired | 100,627 | ||
Noncontrolling interests | (48,192) | ||
Goodwill | 184,827 | ||
Total | 237,262 | ||
TIDAL | Intangible customer assets | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Intangible assets | 69,000 | ||
TIDAL | Intangible technology assets | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Intangible assets | 29,000 | ||
TIDAL | Intangible trade name | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Intangible assets | 35,000 | ||
TIDAL | Intangible other assets | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Intangible assets | $ 8,000 |
GOODWILL - Change in Carrying V
GOODWILL - Change in Carrying Value of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 316,701 |
Acquisitions | 184,827 |
Other | (128) |
Goodwill, ending balance | 501,400 |
Corporate and Other | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 0 |
Acquisitions | 184,827 |
Other | 0 |
Goodwill, ending balance | 184,827 |
Cash App | Operating Segments | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 128,838 |
Acquisitions | 0 |
Other | (128) |
Goodwill, ending balance | 128,710 |
Seller | Operating Segments | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 187,863 |
Acquisitions | 0 |
Other | 0 |
Goodwill, ending balance | $ 187,863 |
GOODWILL - Narrative (Details)
GOODWILL - Narrative (Details) - segment | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Number of reportable segments | 2 | |
Number of operating segments | 2 |
ACQUIRED INTANGIBLE ASSETS - Sc
ACQUIRED INTANGIBLE ASSETS - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Cost | $ 343,022 | $ 202,326 | ||||
Accumulated Amortization | (80,826) | (64,714) | ||||
Net | $ 262,196 | $ 137,612 | $ 129,796 | $ 99,802 | $ 81,936 | $ 69,079 |
Technology assets | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Estimated Useful Life | 5 years | 5 years | ||||
Cost | $ 148,540 | $ 119,508 | ||||
Accumulated Amortization | (52,652) | (43,084) | ||||
Net | $ 95,888 | $ 76,424 | ||||
Customer assets | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Estimated Useful Life | 15 years | 11 years | ||||
Cost | $ 127,422 | $ 58,556 | ||||
Accumulated Amortization | (14,367) | (10,796) | ||||
Net | $ 113,055 | $ 47,760 | ||||
Trade name | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Estimated Useful Life | 9 years | 6 years | ||||
Cost | $ 53,340 | $ 18,529 | ||||
Accumulated Amortization | (10,534) | (8,031) | ||||
Net | $ 42,806 | $ 10,498 | ||||
Other | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Estimated Useful Life | 9 years | 8 years | ||||
Cost | $ 13,720 | $ 5,733 | ||||
Accumulated Amortization | (3,273) | (2,803) | ||||
Net | $ 10,447 | $ 2,930 |
ACQUIRED INTANGIBLE ASSETS - Ch
ACQUIRED INTANGIBLE ASSETS - Change in Carrying Value of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Finite-lived Intangible Assets [Roll Forward] | ||||
Acquired intangible assets, net, beginning of the period | $ 129,796 | $ 81,936 | $ 137,612 | $ 69,079 |
Acquisitions | 141,000 | 22,000 | 141,000 | 39,009 |
Amortization expense | (9,234) | (4,134) | (16,118) | (8,286) |
Other | 634 | 0 | (298) | 0 |
Acquired intangible assets, net, end of the period | $ 262,196 | $ 99,802 | $ 262,196 | $ 99,802 |
ACQUIRED INTANGIBLE ASSETS - Fu
ACQUIRED INTANGIBLE ASSETS - Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Remainder of 2021 | $ 20,781 | |||||
2022 | 39,535 | |||||
2023 | 38,284 | |||||
2024 | 35,306 | |||||
2025 | 28,479 | |||||
Thereafter | 99,811 | |||||
Net | $ 262,196 | $ 129,796 | $ 137,612 | $ 99,802 | $ 81,936 | $ 69,079 |
OTHER CONSOLIDATED BALANCE SH_5
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) - Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Loans held for investment, net of allowance for loan losses | $ 33,130 | $ 0 | |
Inventory, net | 58,786 | 61,129 | |
Restricted cash | 15,088 | 30,279 | $ 19,761 |
Processing costs receivable | 213,014 | 148,606 | |
Prepaid expenses | 55,658 | 34,279 | |
Accounts receivable, net | 75,266 | 41,960 | |
Other | 142,520 | 66,814 | |
Total | $ 593,462 | $ 383,067 |
OTHER CONSOLIDATED BALANCE SH_6
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 169,166 | $ 126,710 |
Square Payroll payable | 67,236 | 16,990 |
Accrued royalties | 48,454 | 0 |
Accrued transaction losses | 48,480 | 70,557 |
Accounts payable | 55,053 | 47,089 |
Deferred revenue, current | 52,389 | 44,908 |
Current portion of long-term debt | 4,681 | 0 |
Other | 70,354 | 54,596 |
Total | $ 515,813 | $ 360,850 |
OTHER CONSOLIDATED BALANCE SH_7
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) - Reserve for Transaction Losses (Details) - Transaction Losses - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Loss Contingency Accrual [Roll Forward] | ||||
Accrued transaction losses, beginning of the period | $ 48,622 | $ 96,661 | $ 70,557 | $ 34,771 |
Provision for transaction losses | 27,784 | 32,770 | 21,042 | 112,073 |
Charge-offs to accrued transaction losses | (27,926) | (20,370) | (43,119) | (37,783) |
Accrued transaction losses, end of the period | $ 48,480 | $ 109,061 | $ 48,480 | $ 109,061 |
OTHER CONSOLIDATED BALANCE SH_8
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Transaction Losses | ||||
Loss Contingencies [Line Items] | ||||
Provisions for transaction losses realized and written-off within the same period | $ 80.3 | $ 58.3 | $ 162.4 | $ 97 |
OTHER CONSOLIDATED BALANCE SH_9
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT) - Other Non-Current Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||
Investment in non-marketable equity securities | $ 86,971 | $ 32,510 | $ 86,971 | |||
Investment in marketable equity security | 0 | 376,258 | 0 | |||
Investment in bitcoin | 154,888 | 50,000 | 154,888 | |||
Restricted cash | 74,569 | 13,526 | $ 13,685 | 74,569 | $ 13,685 | |
Other | 66,176 | 26,956 | 66,176 | |||
Total | 382,604 | 499,250 | 382,604 | |||
Investment in marketable security, gain on sale | 73,300 | 44,400 | ||||
Investment in bitcoin loaned to third party borrowers | 6,300 | 6,300 | ||||
Bitcoin impairment losses | 45,266 | $ 0 | 65,126 | $ 0 | ||
Bitcoin | ||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||
Indefinite-lived intangible asset acquired | $ 170,000 | $ 50,000 | ||||
Bitcoin impairment losses | 45,300 | 65,100 | ||||
Fair value of bitcoin investment | 281,400 | 281,400 | ||||
Amount of fair value in excess of carrying value for bitcoin investment | $ 126,500 | $ 126,500 |
OTHER CONSOLIDATED BALANCE S_10
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT) - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Statutory liabilities | $ 125,849 | $ 75,370 |
Other | 60,520 | 9,921 |
Total | $ 186,369 | $ 85,291 |
INDEBTEDNESS - Facility Narrati
INDEBTEDNESS - Facility Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jan. 28, 2021 | Dec. 31, 2020 | Nov. 09, 2020 | May 28, 2020 | |
Debt Instrument [Line Items] | |||||||||
Paycheck protection program liquidity facility advances outstanding | $ 823,683,000 | $ 823,683,000 | $ 464,094,000 | ||||||
Line of Credit | Paycheck Protection Program Liquidity Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 500,000,000 | |||||||
Paycheck protection program liquidity facility advances outstanding | 823,700,000 | 823,700,000 | |||||||
Revolving Credit Facility | Line of Credit | 2020 Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 500,000,000 | ||||||||
Debt covenant, minimum quarterly liquidity amount | $ 250,000,000 | ||||||||
Unused commitment fee percentage | 0.15% | ||||||||
Amounts drawn to date | 0 | 0 | |||||||
Letters of credit outstanding | 0 | 0 | |||||||
Remaining borrowing capacity | 500,000,000 | 500,000,000 | |||||||
Unused commitment fees | $ 200,000 | $ 100,000 | $ 400,000 | $ 100,000 | |||||
Revolving Credit Facility | Line of Credit | Federal Funds Rate | 2020 Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Revolving Credit Facility | Line of Credit | LIBOR | 2020 Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.00% | ||||||||
Revolving Credit Facility | Line of Credit | LIBOR | Minimum | 2020 Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.25% | ||||||||
Additional basis spread on variable rate | 0.25% | ||||||||
Revolving Credit Facility | Line of Credit | LIBOR | Maximum | 2020 Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.75% | ||||||||
Additional basis spread on variable rate | 0.75% | ||||||||
Revolving Credit Facility | Convertible Debt | Credit Agreement, Second Amendment | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 3,600,000,000 |
INDEBTEDNESS - Senior Unsecured
INDEBTEDNESS - Senior Unsecured Notes Narrative (Details) - Senior Notes $ in Millions | May 20, 2021USD ($) |
Senior Unsecured Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 2,000 |
Redemption price, percentage | 100.00% |
Redemption price, premium rate | 1.00% |
Debt repurchase, percentage | 101.00% |
Debt default, percentage of interest by trustee or holders (at least) | 25.00% |
Discounts and commissions payable | $ 22.5 |
Third party offering costs | $ 5.7 |
Senior Unsecured Notes | US Treasury (UST) Interest Rate | |
Debt Instrument [Line Items] | |
Redemption price, premium, basis spread on variable rate | 0.50% |
2026 Senior Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 1,000 |
Interest rate | 2.75% |
Effective interest rate | 3.06% |
2031 Senior Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 1,000 |
Interest rate | 3.50% |
Effective interest rate | 3.69% |
INDEBTEDNESS - Convertible Note
INDEBTEDNESS - Convertible Notes Narrative (Details) - Convertible Debt $ / shares in Units, shares in Millions | Nov. 13, 2020USD ($)day$ / shares | Mar. 05, 2020USD ($)day$ / shares | May 25, 2018USD ($)day$ / shares | Mar. 06, 2017USD ($)day$ / shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Jan. 01, 2021 | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||
Conversion price (in USD per share) | $ / shares | $ 121.01 | $ 77.85 | $ 22.95 | ||||||
Carrying amount of equity component | $ 502,708,000 | ||||||||
Issuance costs attributable to the liability component | 28,958,000 | ||||||||
2026 and 2027 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 1,150,000,000 | ||||||||
Conversion rate | 0.003343 | ||||||||
Conversion price (in USD per share) | $ / shares | $ 299.13 | ||||||||
Redemption price, percentage | 100.00% | ||||||||
Carrying amount of equity component | $ 198,000,000 | ||||||||
Discounts and commissions payable | 17,500,000 | ||||||||
Third party offering costs | $ 1,000,000 | ||||||||
Amount of if-converted value in excess of outstanding principal amount | $ 0 | $ 0 | $ 0 | ||||||
2026 and 2027 Notes | Debt Instrument, Conversion Term One | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold trading days | day | 20 | ||||||||
Threshold consecutive trading days | day | 30 | ||||||||
Threshold percentage of stock price trigger | 130.00% | ||||||||
2026 and 2027 Notes | Debt Instrument Conversion Term Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold trading days | day | 5 | ||||||||
Threshold consecutive trading days | day | 5 | ||||||||
Threshold percentage of stock price trigger | 98.00% | ||||||||
2026 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 575,000,000 | ||||||||
Interest rate | 0.00% | ||||||||
Conversion price (in USD per share) | $ / shares | $ 299.13 | ||||||||
Carrying amount of equity component | $ 85,595,000 | ||||||||
Effective interest rate | 3.35% | 3.35% | |||||||
Issuance costs attributable to the liability component | $ 7,711,000 | ||||||||
2026 Convertible Notes | Accounting Standards Update 2020-06 | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 0.49% | ||||||||
2027 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 575,000,000 | ||||||||
Interest rate | 0.25% | ||||||||
Conversion price (in USD per share) | $ / shares | $ 299.13 | ||||||||
Carrying amount of equity component | $ 109,207,000 | ||||||||
Effective interest rate | 3.66% | 3.66% | |||||||
Issuance costs attributable to the liability component | $ 7,370,000 | ||||||||
2027 Convertible Notes | Accounting Standards Update 2020-06 | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 0.30% | ||||||||
2025 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 1,000,000,000 | ||||||||
Interest rate | 0.125% | ||||||||
Conversion rate | 0.0082641 | ||||||||
Conversion price (in USD per share) | $ / shares | $ 121.01 | ||||||||
Redemption price, percentage | 100.00% | ||||||||
Carrying amount of equity component | $ 154,600,000 | $ 152,258,000 | |||||||
Effective interest rate | 3.81% | 3.81% | |||||||
Discounts and commissions payable | $ 14,300,000 | ||||||||
Third party offering costs | 900,000 | ||||||||
Issuance costs attributable to the liability component | $ 15,400,000 | $ 12,800,000 | $ 11,333,000 | ||||||
Amount of if-converted value in excess of outstanding principal amount | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||
2025 Convertible Notes | Accounting Standards Update 2020-06 | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 0.43% | ||||||||
2025 Convertible Notes | Debt Instrument, Conversion Term One | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold trading days | day | 20 | ||||||||
Threshold consecutive trading days | day | 30 | ||||||||
Threshold percentage of stock price trigger | 130.00% | ||||||||
2025 Convertible Notes | Debt Instrument Conversion Term Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold trading days | day | 5 | ||||||||
Threshold consecutive trading days | day | 5 | ||||||||
Threshold percentage of stock price trigger | 98.00% | ||||||||
2023 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 862,500,000 | ||||||||
Interest rate | 0.50% | ||||||||
Conversion rate | 0.0128456 | ||||||||
Conversion price (in USD per share) | $ / shares | $ 77.85 | ||||||||
Carrying amount of equity component | $ 155,300,000 | $ 154,019,000 | |||||||
Effective interest rate | 4.69% | 4.69% | |||||||
Discounts and commissions payable | $ 6,000,000 | ||||||||
Third party offering costs | 800,000 | ||||||||
Issuance costs attributable to the liability component | $ 5,600,000 | $ 2,474,000 | |||||||
Notes converted | $ 113,400,000 | ||||||||
Shares issued upon conversion (in shares) | shares | 1.5 | ||||||||
Amount of if-converted value in excess of outstanding principal amount | $ 1,600,000,000 | 1,600,000,000 | 1,600,000,000 | ||||||
2023 Convertible Notes | Accounting Standards Update 2020-06 | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 0.66% | ||||||||
2023 Convertible Notes | Debt Instrument, Conversion Term One | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold trading days | day | 20 | ||||||||
Threshold consecutive trading days | day | 30 | ||||||||
Threshold percentage of stock price trigger | 130.00% | ||||||||
2023 Convertible Notes | Debt Instrument Conversion Term Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold trading days | day | 5 | ||||||||
Threshold consecutive trading days | day | 5 | ||||||||
Threshold percentage of stock price trigger | 98.00% | ||||||||
2022 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 440,000,000 | ||||||||
Interest rate | 0.375% | ||||||||
Conversion rate | 0.0435749 | ||||||||
Conversion price (in USD per share) | $ / shares | $ 22.95 | ||||||||
Carrying amount of equity component | $ 86,200,000 | $ 1,629,000 | |||||||
Effective interest rate | 5.34% | 5.34% | |||||||
Discounts and commissions payable | $ 11,000,000 | ||||||||
Third party offering costs | 800,000 | ||||||||
Issuance costs attributable to the liability component | $ 9,400,000 | $ 70,000 | |||||||
Notes converted | $ 3,800,000 | 435,300,000 | |||||||
Principal payment on conversion of senior notes | $ 219,400,000 | ||||||||
Shares issued upon conversion (in shares) | shares | 0.2 | 16.3 | |||||||
Amount of if-converted value in excess of outstanding principal amount | $ 45,400,000 | $ 45,400,000 | $ 45,400,000 | ||||||
2022 Convertible Notes | Accounting Standards Update 2020-06 | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 0.93% | ||||||||
2022 Convertible Notes | Debt Instrument, Conversion Term One | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold trading days | day | 20 | ||||||||
Threshold consecutive trading days | day | 30 | ||||||||
Threshold percentage of stock price trigger | 130.00% | ||||||||
2022 Convertible Notes | Debt Instrument Conversion Term Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold trading days | day | 5 | ||||||||
Threshold consecutive trading days | day | 5 | ||||||||
Threshold percentage of stock price trigger | 98.00% |
INDEBTEDNESS - Net Carrying Amo
INDEBTEDNESS - Net Carrying Amount of Convertible Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Nov. 13, 2020 | Mar. 05, 2020 | May 25, 2018 | Mar. 06, 2017 |
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal outstanding | $ 4,903,787 | $ 3,021,045 | ||||
Unamortized debt issuance costs | (57,832) | |||||
Unamortized debt discount | (405,163) | |||||
Unamortized debt issuance costs | (28,958) | |||||
Net carrying value | 4,845,955 | 2,586,924 | ||||
2031 Senior Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal outstanding | 1,000,000 | |||||
Unamortized debt issuance costs | (13,931) | |||||
Net carrying value | 986,069 | |||||
2026 Senior Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal outstanding | 1,000,000 | |||||
Unamortized debt issuance costs | (13,776) | |||||
Net carrying value | 986,224 | |||||
2027 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Net carrying value | 566,540 | |||||
2027 Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal outstanding | 575,000 | 575,000 | ||||
Unamortized debt issuance costs | (8,460) | |||||
Unamortized debt discount | (109,134) | |||||
Unamortized debt issuance costs | (7,370) | |||||
Net carrying value | 566,540 | 458,496 | ||||
2026 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Net carrying value | 566,769 | |||||
2026 Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal outstanding | 575,000 | 575,000 | ||||
Unamortized debt issuance costs | (8,231) | |||||
Unamortized debt discount | (85,085) | |||||
Unamortized debt issuance costs | (7,711) | |||||
Net carrying value | 566,769 | 482,204 | ||||
2025 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Net carrying value | 988,835 | |||||
2025 Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal outstanding | 1,000,000 | 1,000,000 | ||||
Unamortized debt issuance costs | (11,165) | |||||
Unamortized debt discount | (130,335) | |||||
Unamortized debt issuance costs | (11,333) | $ (15,400) | $ (12,800) | |||
Net carrying value | 988,835 | 858,332 | ||||
2023 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Net carrying value | 746,837 | |||||
2023 Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal outstanding | 749,089 | 862,500 | ||||
Unamortized debt issuance costs | (2,252) | |||||
Unamortized debt discount | (79,980) | |||||
Unamortized debt issuance costs | (2,474) | $ (5,600) | ||||
Net carrying value | 746,837 | 780,046 | ||||
2022 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Net carrying value | 4,681 | |||||
2022 Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal outstanding | 4,698 | 8,545 | ||||
Unamortized debt issuance costs | (17) | |||||
Unamortized debt discount | (629) | |||||
Unamortized debt issuance costs | (70) | $ (9,400) | ||||
Net carrying value | $ 4,681 | $ 7,846 |
INDEBTEDNESS - Net Carrying A_2
INDEBTEDNESS - Net Carrying Amount of Equity Component of Convertible Notes (Details) - Convertible Debt - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 05, 2020 | May 25, 2018 | Mar. 06, 2017 |
Debt Instrument [Line Items] | ||||
Amount allocated to conversion option | $ 509,524 | |||
Less: allocated issuance costs | (6,816) | |||
Equity component, net | 502,708 | |||
2027 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Amount allocated to conversion option | 111,000 | |||
Less: allocated issuance costs | (1,793) | |||
Equity component, net | 109,207 | |||
2026 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Amount allocated to conversion option | 87,000 | |||
Less: allocated issuance costs | (1,405) | |||
Equity component, net | 85,595 | |||
2025 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Amount allocated to conversion option | 154,600 | |||
Less: allocated issuance costs | (2,342) | |||
Equity component, net | 152,258 | $ 154,600 | ||
2023 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Amount allocated to conversion option | 155,250 | |||
Less: allocated issuance costs | (1,231) | |||
Equity component, net | 154,019 | $ 155,300 | ||
2022 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Amount allocated to conversion option | 1,674 | |||
Less: allocated issuance costs | (45) | |||
Equity component, net | $ 1,629 | $ 86,200 |
INDEBTEDNESS - Interest Expense
INDEBTEDNESS - Interest Expense on Convertible Notes (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 8,497 | $ 1,565 | $ 10,225 | $ 2,938 |
Amortization of debt issuance costs | 2,305 | 17,580 | 4,137 | 30,108 |
Total | $ 10,802 | $ 19,145 | $ 14,362 | $ 33,046 |
INDEBTEDNESS - Convertible No_2
INDEBTEDNESS - Convertible Note Hedge and Warrant Transactions Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 13, 2020 | Mar. 05, 2020 | May 25, 2018 | Mar. 06, 2017 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of warrants | $ 0 | $ 99,500 | ||||||
Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price of convertible debt (in USD per share) | $ 121.01 | $ 77.85 | $ 22.95 | |||||
Conversion price of convertible debt after effect of warrants and note hedge (in USD per share) | $ 161.34 | $ 109.26 | $ 31.18 | |||||
Convertible Debt | 2027 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price of convertible debt (in USD per share) | $ 299.13 | |||||||
Conversion price of convertible debt after effect of warrants and note hedge (in USD per share) | 414.18 | |||||||
Convertible Debt | 2026 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price of convertible debt (in USD per share) | 299.13 | |||||||
Conversion price of convertible debt after effect of warrants and note hedge (in USD per share) | $ 368.16 | |||||||
Common Stock Warrant, 2027 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase aggregate shares of capital stock (in shares) | 1,920 | |||||||
Warrants, weighted average exercise price (in USD per share) | $ 414.18 | |||||||
Proceeds from issuance of warrants | $ 68,000 | |||||||
Common Stock Warrant, 2026 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase aggregate shares of capital stock (in shares) | 1,920 | |||||||
Warrants, weighted average exercise price (in USD per share) | $ 368.16 | |||||||
Proceeds from issuance of warrants | $ 64,600 | |||||||
Common Stock Warrant, 2025 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase aggregate shares of capital stock (in shares) | 8,260 | |||||||
Warrants, weighted average exercise price (in USD per share) | $ 161.34 | |||||||
Proceeds from issuance of warrants | $ 99,500 | |||||||
Common Stock Warrant, 2023 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase aggregate shares of capital stock (in shares) | 11,100 | |||||||
Warrants, weighted average exercise price (in USD per share) | $ 109.26 | |||||||
Proceeds from issuance of warrants | $ 112,100 | |||||||
Common Stock Warrant, 2022 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase aggregate shares of capital stock (in shares) | 19,200 | |||||||
Warrants, weighted average exercise price (in USD per share) | $ 31.18 | |||||||
Proceeds from issuance of warrants | $ 57,200 | |||||||
Shares of common stock received due to exercise of note hedges (in shares) | 200 | 5,500 | 14,900 | |||||
Options Held | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase aggregate shares of capital stock (in shares) | 1,920 | 8,260 | 11,100 | 19,200 | ||||
Convertible note hedge, option to purchase common stock, price (in USD per share) | $ 299.13 | $ 121.01 | $ 77.85 | $ 22.95 | ||||
Cost of convertible note hedge | $ 149,200 | $ 172,600 | $ 92,100 | |||||
Options Held | 2027 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Cost of convertible note hedge | $ 104,300 | |||||||
Options Held | 2026 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Cost of convertible note hedge | $ 84,600 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (9,360) | $ (752) | $ (8,413) | $ (217) |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock, Warrants, Conversion of Convertible Notes and Exercise Convertible Note Hedges Narrative (Details) | 3 Months Ended | 6 Months Ended | 52 Months Ended | |||||
Jun. 30, 2021$ / sharesshares | Jun. 30, 2021vote$ / sharesshares | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Nov. 13, 2020$ / sharesshares | Mar. 05, 2020$ / sharesshares | May 25, 2018$ / sharesshares | Mar. 06, 2017$ / sharesshares | |
2023 Convertible Notes | Convertible Debt | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued upon conversion (in shares) | 1,500,000 | |||||||
Common Stock Warrant, 2022 Notes | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase aggregate shares of capital stock (in shares) | 19,200,000 | |||||||
Warrants, weighted average exercise price (in USD per share) | $ / shares | $ 31.18 | |||||||
Number of warrants exercised (in shares) | 0 | 0 | 0 | |||||
Shares of common stock received due to exercise of note hedges (in shares) | 200,000 | 5,500,000 | 14,900,000 | |||||
Common Stock Warrant, 2023 Notes | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase aggregate shares of capital stock (in shares) | 11,100,000 | |||||||
Warrants, weighted average exercise price (in USD per share) | $ / shares | $ 109.26 | |||||||
Number of warrants exercised (in shares) | 0 | 0 | 0 | |||||
Common Stock Warrant, 2025 Notes | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase aggregate shares of capital stock (in shares) | 8,260,000 | |||||||
Warrants, weighted average exercise price (in USD per share) | $ / shares | $ 161.34 | |||||||
Number of warrants exercised (in shares) | 0 | 0 | 0 | |||||
Common Stock Warrant, 2026 Notes | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase aggregate shares of capital stock (in shares) | 1,920,000 | |||||||
Warrants, weighted average exercise price (in USD per share) | $ / shares | $ 368.16 | |||||||
Number of warrants exercised (in shares) | 0 | 0 | 0 | |||||
Common Stock Warrant, 2027 Notes | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase aggregate shares of capital stock (in shares) | 1,920,000 | |||||||
Warrants, weighted average exercise price (in USD per share) | $ / shares | $ 414.18 | |||||||
Number of warrants exercised (in shares) | 0 | 0 | 0 | |||||
Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, number of votes entitled for each share held (in votes) | vote | 1 | |||||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||
Common stock, par value (in USD per share) | $ / shares | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | ||||
Common stock, shares outstanding (in shares) | 395,321,647 | 395,321,647 | 395,321,647 | 390,187,079 | ||||
Class B | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, number of votes entitled for each share held (in votes) | vote | 10 | |||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Common stock, par value (in USD per share) | $ / shares | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | ||||
Common stock, shares outstanding (in shares) | 62,501,770 | 62,501,770 | 62,501,770 | 65,997,697 |
STOCKHOLDERS' EQUITY - Stock Pl
STOCKHOLDERS' EQUITY - Stock Plans and Share Based Compensation Narrative (Details) $ in Thousands | Nov. 17, 2015shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)planshares | Jun. 30, 2020USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of share based compensation plans | plan | 2 | ||||
Employee stock purchase plan, compensation expense | $ | $ 146,365 | $ 96,180 | $ 264,988 | $ 173,483 | |
Capitalized share-based compensation expense | $ | 4,000 | 3,500 | 7,400 | 5,800 | |
Unrecognized compensation cost | $ | 1,600,000 | $ 1,600,000 | |||
Unrecognized compensation cost, period for recognition | 3 years 7 days | ||||
Employee stock purchase plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock purchase plan, compensation expense | $ | $ 8,000 | $ 4,100 | $ 16,800 | $ 8,800 | |
2009 Stock Option Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future issuance (in shares) | 0 | ||||
2009 Stock Option Plan | Stock options, RSAs, and RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity instruments outstanding (in shares) | 8,124,460 | 8,124,460 | |||
2015 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future issuance (in shares) | 119,444,950 | 119,444,950 | |||
Shares reserved for future issuance (in shares) | 30,000,000 | ||||
Shares reserved for future issuance, percentage of annual increase | 5.00% | ||||
2015 Equity Incentive Plan | Stock options, RSAs, and RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity instruments outstanding (in shares) | 17,690,873 | 17,690,873 | |||
2015 Equity Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for future issuance, amount of annual increase (in shares) | 40,000,000 |
STOCKHOLDERS' EQUITY - Stock Op
STOCKHOLDERS' EQUITY - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Number of Stock Options Outstanding | ||
Beginning balance (in shares) | 13,630,882 | |
Granted (in shares) | 183,441 | |
Exercised (in shares) | (2,941,086) | |
Ending balance (in shares) | 10,873,237 | 13,630,882 |
Weighted Average Exercise Price | ||
Beginning balance (in USD per share) | $ 17.84 | |
Granted (in USD per share) | 253.79 | |
Exercised (in USD per share) | 12.92 | |
Ending balance (in USD per share) | $ 23.16 | $ 17.84 |
Options Exercisable | ||
Options exercisable (in shares) | 9,415,552 | |
Options exercisable (in USD per share) | $ 13.51 | |
Additional Disclosures | ||
Weighted average remaining contractual term, options outstanding | 4 years 10 days | 3 years 10 months 2 days |
Weighted average remaining contractual term, options exercisable | 3 years 3 months 25 days | |
Aggregate intrinsic value, options outstanding | $ 2,400,927 | $ 2,723,394 |
Aggregate intrinsic value, options exercisable | $ 2,168,406 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted Stock Awards and Restricted Stock Units Activity (Details) - RSAs and RSUs | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of shares | |
Beginning balance (in shares) | shares | 15,622,645 |
Granted (in shares) | shares | 3,344,454 |
Vested (in shares) | shares | (3,561,075) |
Forfeited (in shares) | shares | (463,928) |
Ending balance (in shares) | shares | 14,942,096 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in USD per share) | $ / shares | $ 71.71 |
Granted (in USD per share) | $ / shares | 241.35 |
Vested (in USD per share) | $ / shares | 58.31 |
Forfeited (in USD per share) | $ / shares | 85.96 |
Ending balance (in USD per share) | $ / shares | $ 112.43 |
STOCKHOLDERS' EQUITY - Effects
STOCKHOLDERS' EQUITY - Effects of Share-Based Compensation on Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | $ 146,365 | $ 96,180 | $ 264,988 | $ 173,483 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | 112 | 95 | 211 | 171 |
Product development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | 106,161 | 69,565 | 193,056 | 126,965 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | 13,777 | 8,884 | 24,657 | 15,291 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | $ 26,315 | $ 17,636 | $ 47,064 | $ 31,056 |
NET INCOME (LOSS) PER SHARE - C
NET INCOME (LOSS) PER SHARE - Calculation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Net income (loss) | $ 203,678 | $ 39,008 | $ (11,478) | $ (105,891) | $ 242,686 | $ (117,369) |
Net income (loss) attributable to noncontrolling interests | (343) | 0 | (343) | 0 | ||
Net income (loss) attributable to common stockholders, basic | 204,021 | (11,478) | 243,029 | (117,369) | ||
Net income (loss) attributable to common stockholders, basic, diluted | $ 204,021 | $ (11,478) | $ 243,029 | $ (117,369) | ||
Basic shares: | ||||||
Weighted-average common shares outstanding (in shares) | 455,820 | 440,815 | 455,618 | 438,248 | ||
Weighted-average unvested shares (in shares) | (389) | (698) | (415) | (719) | ||
Weighted-average shares used to compute basic net income (loss) per share (in shares) | 455,431 | 440,117 | 455,203 | 437,529 | ||
Diluted shares: | ||||||
Stock options, restricted stock, and employee stock purchase plan (in shares) | 18,825 | 0 | 19,897 | 0 | ||
Convertible senior notes (in shares) | 23,351 | 0 | 19,585 | 0 | ||
Common stock warrants (in shares) | 24,971 | 0 | 25,028 | 0 | ||
Weighted-average shares used to compute diluted net loss per share (in shares) | 522,578 | 440,117 | 519,713 | 437,529 | ||
Net income (loss) per share attributable to common stockholders: | ||||||
Basic (in USD per share) | $ 0.45 | $ (0.03) | $ 0.53 | $ (0.27) | ||
Diluted (in USD per share) | $ 0.40 | $ (0.03) | $ 0.48 | $ (0.27) |
NET INCOME (LOSS) PER SHARE - A
NET INCOME (LOSS) PER SHARE - Antidilutive Securities Excluded from Computation of Diluted Net Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of diluted net income (loss) per share (in shares) | 25,133 | 104,129 | 28,104 | 97,560 |
Stock options, restricted stock, and employee stock purchase plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of diluted net income (loss) per share (in shares) | 7,743 | 38,154 | 6,926 | 37,072 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of diluted net income (loss) per share (in shares) | 17,390 | 38,516 | 17,333 | 35,565 |
Convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of diluted net income (loss) per share (in shares) | 0 | 27,459 | 3,845 | 24,923 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jul. 31, 2019 |
Related Party Transaction [Line Items] | |||
Operating lease right-of-use assets | $ 461,277 | $ 456,888 | |
Affiliated Entity | Operating Lease Agreement | |||
Related Party Transaction [Line Items] | |||
Operating lease term | 15 years 6 months | ||
Total lease payments over term | $ 42,700 | ||
Operating lease right-of-use assets | 21,200 | ||
Operating lease liability | $ 33,400 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | Jun. 15, 2020USD ($) |
TEXAS | |
Income Tax Examination [Line Items] | |
Estimate of possible liability for additional taxes, interest and penalties | $ 38 |
SEGMENT AND GEOGRAPHICAL INFO_3
SEGMENT AND GEOGRAPHICAL INFORMATION - Narrative (Details) | 6 Months Ended |
Jun. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT AND GEOGRAPHICAL INFO_4
SEGMENT AND GEOGRAPHICAL INFORMATION - Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 4,680,672 | $ 1,923,625 | $ 9,737,942 | $ 3,304,734 |
Segment gross profit | 1,141,064 | 596,763 | 2,104,565 | 1,135,264 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 38,993 | 0 | 38,993 | 0 |
Segment gross profit | 9,874 | 0 | 9,874 | 0 |
Cash App | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,330,191 | 1,200,269 | 7,369,807 | 1,727,911 |
Segment gross profit | 546,053 | 281,063 | 1,041,538 | 463,795 |
Seller | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,311,488 | 723,356 | 2,329,142 | 1,576,823 |
Segment gross profit | 585,137 | 315,700 | 1,053,153 | 671,469 |
Transaction-based revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,227,472 | 682,572 | 2,187,205 | 1,440,673 |
Transaction-based revenue | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Transaction-based revenue | Cash App | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 110,950 | 53,657 | 202,909 | 81,476 |
Transaction-based revenue | Seller | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,116,522 | 628,915 | 1,984,296 | 1,359,197 |
Subscription and services-based revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 631,402 | 328,763 | 1,156,467 | 584,646 |
Revenue | 685,178 | 346,275 | 1,242,859 | 642,510 |
Subscription and services-based revenue | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 38,993 | 0 | 38,993 | 0 |
Subscription and services-based revenue | Cash App | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 494,945 | 271,156 | 931,534 | 464,881 |
Subscription and services-based revenue | Seller | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 151,240 | 75,119 | 272,332 | 177,629 |
Hardware revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 43,726 | 19,322 | 72,514 | 39,997 |
Hardware revenue | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Hardware revenue | Cash App | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Hardware revenue | Seller | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 43,726 | 19,322 | 72,514 | 39,997 |
Bitcoin revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,724,296 | 875,456 | 6,235,364 | 1,181,554 |
Bitcoin revenue | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Bitcoin revenue | Cash App | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,724,296 | 875,456 | 6,235,364 | 1,181,554 |
Bitcoin revenue | Seller | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
SEGMENT AND GEOGRAPHICAL INFO_5
SEGMENT AND GEOGRAPHICAL INFORMATION - Reconciliation of Total Segment Profit to Income before applicable Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting [Abstract] | ||||
Total segment gross profit | $ 1,141,064 | $ 596,763 | $ 2,104,565 | $ 1,135,264 |
Less: Product development | 326,510 | 207,730 | 636,651 | 403,606 |
Less: Sales and marketing | 375,101 | 238,096 | 724,561 | 432,631 |
Less: General and administrative | 221,020 | 136,386 | 416,929 | 265,881 |
Less: Transaction and loan losses | 48,173 | 37,603 | 68,568 | 146,486 |
Less: Bitcoin impairment losses | 45,266 | 0 | 65,126 | 0 |
Less: Interest expense, net | 6,464 | 14,769 | 6,717 | 23,975 |
Less: Other (income), net | (75,788) | (25,591) | (48,260) | (19,729) |
Income (loss) before income tax | $ 194,318 | $ (12,230) | $ 234,273 | $ (117,586) |
SEGMENT AND GEOGRAPHICAL INFO_6
SEGMENT AND GEOGRAPHICAL INFORMATION - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 4,680,672 | $ 1,923,625 | $ 9,737,942 | $ 3,304,734 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 4,536,603 | 1,865,985 | 9,499,938 | 3,179,571 |
International | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 144,069 | $ 57,640 | $ 238,004 | $ 125,163 |
SEGMENT AND GEOGRAPHICAL INFO_7
SEGMENT AND GEOGRAPHICAL INFORMATION - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 1,485,756 | $ 1,144,721 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 1,394,141 | 1,086,379 |
International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 91,615 | $ 58,342 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Analysis of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 4,581,234 | $ 3,158,058 | $ 1,972,762 | |
Short-term restricted cash | 15,088 | 30,279 | 19,761 | |
Long-term restricted cash | 74,569 | 13,526 | 13,685 | |
Cash, cash equivalents, and restricted cash | $ 4,670,891 | $ 3,201,863 | $ 2,006,208 | $ 1,098,706 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION - Supplemental Cash Flow Data (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental Cash Flow Data: | ||
Cash paid for interest | $ 3,945 | $ 2,553 |
Cash paid for income taxes | 8,009 | 3,156 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for operating lease obligations | 36,667 | 304,132 |
Purchases of property and equipment in accounts payable and accrued expenses | 17,115 | 8,010 |
Unpaid business combination purchase price | 50,528 | 7,439 |
Fair value of common stock issued and issuable in future related to business combination | (10,007) | (35,318) |
Fair value of common stock issued to settle the conversion of senior notes | (394,560) | (77,614) |
Fair value of shares received to settle senior note hedges | 1,292,705 | 71,062 |
Bitcoin lent to third party borrowers | $ (6,334) | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Afterpay Limited - Subsequent Event $ / shares in Units, $ in Millions, $ in Millions | Aug. 01, 2021USD ($)shares | Aug. 01, 2021AUD ($)shares | Jul. 30, 2021$ / shares |
Subsequent Event [Line Items] | |||
Shares issued for each outstanding share | 0.375 | 0.375 | |
Consideration transferred | $ | $ 28,200 | ||
Equity consideration (in shares) | shares | 114,000,000 | 114,000,000 | |
Share price (in dollars per share) | $ / shares | $ 247.26 | ||
Percentage of consideration to be paid in cash | 1.00% | 1.00% | |
Agreement termination fee | $ 283 | $ 385 |